Boyz II Men member Nathan Morris explained how this number came to be written in the book Chicken Soup For the Soul: The Story Behind The Song: "Everything was going great for us. As an original member of Boyz II Men, we had a very successful first CD and were touring a lot. However, a date in Chicago was the beginning of a very tough time for us.
We were very young, between 16 and 21 at the time. Kahlil Roundtree was our road manager and was like a surrogate father on the road. Our parents trusted him to handle everything, including us, which he did very well. We had some problems with the promoter on this particular date. Kahlil got into it with him about the hotel or some issue in the contract, and he brought us the information in the dressing room after the show to ask our opinion, which was odd since he always just took care of things himself and they ran smoothly.
Later that night, after the show, he and a partner went to the front desk of the hotel to settle the groups room charges before heading to bed. As they entered the elevator, three men who worked in the parking structure adjacent to the hotel entered as well. Once in the elevator, there was a shootout and he was killed. This was definitely the biggest loss in our career, if not our lives.
After he died, I began working on a song for him while we were on the road. Not too long after, we got a call from Tommy Mottola asking if we'd be interested in doing a duet with Mariah Carey. We went to the studio she was recording in at the Hit Factory in New York, to hear the song they had in mind. She played us the melody and the hook, and it was amazing. It was almost the same song I was writing. I told her that I was working on a song with a similar melody and, while the lyrics were, of course, different, the premise was the same. They complemented each other. I sang to her the melody and lyrics of what I had written, and we merged the two. We switched things around to make them work and wrote it that day. The other guys in the group filled in the holes to complete it.
We came back to the studio to record it a week or so later and we only had a few hours to do everything, since we squeezed this in between dates on tour. The photo on the album cover was shot in the elevator on the way up to the studio and the video was shot during the recording session, all in those few hours that day."