The song was originally written during sessions for the band's third album, "Enema of the State". Musically, the song is led by a distinctive bass line, accompanied by melodic guitar riffs and straightforward rock drums. Its songwriting was slow to develop, with the group unable to complete its lyrics for its placement the album. At their label's suggestion, the trio re-approached the track for inclusion on the live album. Though the band has never officially confirmed its basis, "Man Overboard" has widely been regarded as a reference to former drummer Scott Raynor. Raynor—who co-founded Blink-182—had struggled with alcohol dependency in his last years behind the kit, and was dismissed from the band midway through a 1998 tour.