The song is a tribute to Maxine Barker, a long-time friend of the band who had been responsible for first introducing Glenn Tilbrook and Chris Difford in the early 1970s and who died of leukemia in 1992. The song was described by Tilbrook as "one of those songs that wrote itself; it was done straight off in about 10 minutes." Tilbrook incorporated a guitar solo in the song that he wrote when he and Difford met in 1973.
The song is a tribute to Maxine Barker, a long-time friend of the band who had been instrumental in introducing Glenn Tilbrook and Chris Difford in the early 1970s. She passed away from leukemia in 1992. The song was written quickly by Tilbrook, who incorporated a guitar solo he composed during his meeting with Difford in 1973.