This song is about a guy who is infatuated with a girl, and convinces himself that she must have a boyfriend. As he tries to work up the courage to talk to her, he keeps losing confidence by reminding himself that she's too fine not to be taken.

Jackson Browne wrote this song with Danny Kortchmar, who played guitar on his Running On Empty and Lives In The Balance albums. Kortchmar had the music and the "must be somebody's baby" hook. He knew Browne could do something special with the song, so he brought what he had to Jackson, who helped Kortchmar complete it.