This song was written towards the end of the River To The Sea period. The vocal lyric & melody was not quite finished, so it was decided to hold it for the next album (which never came to fruition). Jeff wrote the instrumental bed, and Buzz contributed the Pat Methney-ish melody in the bridge. The musical concept was a romantic Spanish flavor, that loosely combined the influences of Sting, Pat Metheny Group, Miles Davis, Al Di Meola, Antonio Carlos Jobim, Arturo Sandoval.