Daryl Simmons recalled the story of the song to Songwriter Universe
: "At the time, Kenny (Babyface) had been through a divorce, and I was going through a divorce. So here we go with this concept, thinking about [how things were at] the end of the road. That's how the concept came along. So we know this is sad…we know it's just a sad story. So we hit on it…'Damn, I think we got something.'"
"So we work on it all day," Simmons continued. "Then L.A. comes in from the LaFace office with his suit on. He says, 'Okay, you say you all got something - let me hear it.' I can still see him sitting on the couch, throwing his arms on the couch. Kenny plays it, and we sing it, and he goes, 'That's just a smash!'"