The song was partly about Kemp's platonic relationship (and unrequited love) with Altered Images singer Clare Grogan. Some phrases in the lyrics (including the much-quoted reference to "seaside arms") were adapted from Vladimir Nabokov's novel "Lolita", a copy of which Grogan had given Kemp. The song is written in the key of G major. It has a tempo of 98 BPM and a chord progression of G, Em9, CMaj9, Bm7. The song changes key when it hits the instrumental break. The instrumental break is in the key of E♭major. The song then re enters the key of G Major for the remainder of the Song.