Billy has been a good friend of mine for a long time. He was a jazz bass player when I met him and then ended up touring, writing and producing pretty much every other style of music. One day he played me some rough sketches of some songs he was thinking about recording. I thought they sounded amazing and I could imagine how good they would sound with the right group. I started suggesting all these ideas about how to record it, the kind of images I thought might be good for an album cover and just other things I thought could work that didn't fall into the jazz cliches of today. After this went on for a while, he said, "Why don't you just produce it." I worked together with him on every element that he would allow, even including things like naming the songs. We worked together on three albums so far and this is probably my favorite song from the first album.