The music might bring an instant thought of Steely Dan, but the inspiration for it actually comes from two other sources. One is Todd Rundgren's albums "Something/Anything," and "Runt: The Ballad Of Todd Rundgren." Also, Laura Nyro's "Eli And The Thirteenth Confession," which I've always considered a favorite. The change of tempo towards the end is a big tribute to the style she had. I wrote the lyrics after one Valentines Day and came up with some observations which actually might be for any couple regardless of how things might be going for them.