This song is on this album as nothing but a filler. It's an absurdly ridiculous song about nothing really. It was inspired by an art project I was working on at the time that involved a picture of Sophia Loren kneeling with some major cleavage exposed. Our bass player at the time, Pat Thorn, was over my house one day & we were just kind of sitting around jamming the music for this piece with no words. At some point I looked at that picture & sang "Outside lookin' in" in reference to my adolescent mind peering down Ms. Loren's blouse. Pat & I laughed so hard that we were crying! We came up with the most juvenile lyrics for this song & cracked ourselves up. When we were doing this album we felt we needed one more song so I went back & rewrote the lyrics to make at least a little more sense. It's a very dumb song but part of the journey so it's included here. You're welcome.