Explaining how this song came together, Holmes said: "I was busy on Broadway with The Mystery Of Edwin Drood, that just won all the Tony awards. My manager knew a fellow who had this act, this family group from the isle of Tonga. I said, 'Is there really an isle of Tonga? I thought that was a made up thing from King Kong movies.' He said 'There really is a place called Tonga, and they're from there. They do this sweet act, they sing and do Hawaiian fire dances, things like that, and they're really nice kids.' I said, 'Kids? How Old?' He said, 'Oh, 14, 15, 16.' He said, 'You've been Mr. Theater for the last year, would you do me a favor and write them a song? They've got some good dance stuff, but they need a ballad, a love song.' I said, 'Who's going to sing it?' and he said, 'The one with the nicest voice is the girl singer, she's 14.'
I thought writing a love song for a 14-year-old girl would be tough because some of my lyrics used to be about some pretty strange characters. I thought it would be a challenge to see if I can write a love song that sounds appropriate sung by a 14-year-old girl. This was before we had all the Britneys, Mandy Moores, and all these teen stars. I purposely tried to write a very clear, simple, unaffected lyric that would have a little lilt to it, that would be a positive song for a young girl getting over her first heartbreak. Letting her know that this boy she just lost, or who didn't treat her appreciatively, was not going to be the only boy she'd ever have as a boyfriend. I also wrote it thinking of my daughter who was at that time 10 years old. I thought maybe it would be a song she would enjoy and be fun to hear with her friends and say 'My father wrote that.'"