Originally, the chorus was intended to include the line "You can talk to a naked girl," but producer David Foster convinced Waybill to change the lyric to the less offensive "You can talk to a pretty girl." Foster was also the source for the song's title, which Waybill characterized as indicative of Foster's Canadian nationality. Can you dance? Can you sing?" And she just completely ignored me. We were looking for new Tubes dancers because we had lost our dancers between the last album and this one, so I kept saying, "You can be a dancer in The Tubes. "Yeah, come on honey, come in." Before she would actually take anything off, the thing would come down again, and it was, "Pay another dollar." So, I put in another dollar!
It was this gorgeous girl, and I'm going, "What are you doing this for? You're so gorgeous, why are you doing this? You could be a model." She completely ignored whatever I said and kept giving her speech, her spiel. We'll take care of you." I was such a rube and so naïve. She starts disrobing, at the same time talking about, "Hey baby, come on in. You put a dollar in, the wall slides down, and there is a girl in there who is scantily clad. It had been there for years, and I'd never done anything like that before, but for some reason, I went up to it and put a dollar in the thing because I was curious. It was supposed to arouse you so you would go into the "happy ending" type of massage parlor. It was enclosed, and the sign said, "PAY A DOLLAR, TALK TO A NAKED GIRL." Out in front of this one massage parlor there was a kiosk that was like a phone booth. But in front of massage parlors and houses of prostitution, they used to have these little kiosks. Maybe I was going downtown to Macy's or something like that. I can't remember why I was there - I wasn't going to a massage parlor or anything. It was called the Tenderloin, and it was where there were seedy clubs, bars, prostitutes. I lived in San Francisco, and there was a red-light district downtown. "She's A Beauty" did actually come from a real experience. Waybill says the song was originally inspired when he passed a booth on a San Francisco street outside a peep show, the booth being marked with a sign reading "Pay A Dollar, Talk to a Naked Girl," and the frustrating conversation that ensued between him and the woman inside the booth.
Drummer Prairie Prince attributed the song's lyrics to Waybill and the music to Foster. Jet setter Go getter Nothing better Call me Mr."She's a Beauty" was co-written by Fee Waybill, producer David Foster and Steve Lukather.
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