I was living in Mason, Texas at the time, a hundred miles from anywhere. (Actually, only about 70 from Kerrville....) So, I used to do a lot of driving towards Austin or San Antonio on the weekends. One night, driving towards Austin down Highway 71, as the sun set behind me, I saw this incredible, hazy view of of the hills ahead of me. It was a melacholy blue, grey haze. And it was hard to tell where the hills ended and the clouds began. I had just learned that an old girlfriend as engaged and, at the time, that was sad news. (Times change!) So, this song came out.

I recorded it that year, in my study at home in Mason, using a crude two-track system of tape loops. Through Clark's magic, I am pleased to be able to finally hear it the way that it was supposed to sound. Annie Benjamin recorded the high harmony part at the end...which was really great because my falsetto attempt at it was pretty terrible. But her voice adds a lot.