Utah tells the story of this song on 'Starlight On The Rails'.

He and Kate Wolfe were touring and, during one concert, she sang a song about the burial of Woody Guthrie. Someone came up to her afterwards and told her the song was wrong, Guthrie was cremated and 'his ashes were strewn on the sea'.

Kate and Utah both agreed that there was a song waiting to be written and the next day, as they were setting off for another gig, Kate handed Utah a pad of paper and a pencil, sat him in the back of the car, and gave him instructions that he was to write the song and perform it that night at their next gig. He did as he was told and the song was born.