Written during a jam session in Andrew's parents' basement outside Green Bay, Wisconsin. Written early in the album process in and recorded almost last in Houghton, Michigan. The guitar solo was done in 7 takes because on the 6th take Andrew said, "You have one more. The next one we're keeping." The octaved-up guitar at the end was the last element added to the song, far after the rest of the song was recorded.
lyrics
All these pretty girls
Some naked to their curls
The pink, green, and blue lights
Playing off their skin
CHORUS:
I'm Passing Through Town
They wanna help me get down
I know they've got a crush
What they whisper, it makes me blush
Wearing smiles on their faces
And not much on their shoulders
They dance like there's a crowd
But I'm the only beholder
Pretty party girl got me alone
But not before she brought her friend
Keep on the lights so I can see
Where one hottie begins and the other one ends
CHORUS
The dancing, drinks, and the fun
They've got me all sprung
Twisted in my mind
They still want to bump and grind
I think I may just go to sleep
But these girls are getting deep
After all, I'm a gentleman
I can't say no to these nice women