The song was written as a collaboration between Van Halen and Doobie Brothers singer Michael McDonald. McDonald was brought in by Templeman when Van Halen got stuck completing the song. The single's original cover featured the band posing in the same location where the cover for the "Hot for Teacher" single had been shot.
The song's subject was inspired by a woman wearing men's underwear in a Calvin Klein print media advertisement. Roth wrote the lyrics while the advertisement was tacked onto his Sony Trinitron television.