Lead singer Pat DiNizio wrote the lyrics to the song on the back of a cocktail napkin on a flight home from Boston to New York City.

The Smithereens had shared a bill with the Boston band The Bristols, whose bassist Kim Ernst had caught DiNizio's attention.

"[3] The lyrics include references to 1960s model Jean Shrimpton ("She had hair like Jeannie Shrimpton back in 1965") and Rolling Stone bassist Bill Wyman ("She held a bass guitar and she was playing in a band/And she stood just like Bill Wyman/Now I am her biggest fan").

At the time, DiNizio didn't give a lot of thought to the pop imagery in the lyrics, but it "seemed to create a certain interest later on", he said in 1995.

[4] The melody came to DiNizio at the same time: "I’m singing the thing to myself for the whole flight, like a mantra, so I don't forget it.