Lori and I were out in Santa Cruz in '08 I believe. We were hiking along the ocean and we found this beautiful, secluded alcove. The waves were crashing on the shore, it was probably 75 degrees, blue skies, we were stretched out in the sand and it was heaven. Months later when this song idea hit me, I just put myself back on the shore, in the sand with the person I'm in love with. Then the song came easy.