Shelby Lynne wrote this song and originally intended it for her 1999 album, I Am Shelby Lynne. Nine years later, her sister Allison Moorer covered the song on her Mockingbird album, which was a collection of songs by the artists who influenced her most. Moorer explained in an interview with Gene Myers: "When I started thinking about this album, I wanted to include something from her because it would have been silly for me not to. She's my big sister. She's been very influential on me musically and otherwise. At the same time, I needed something that she hadn't put out because - even though we are very different, we can sound very alike. If I put out something that she put out already, it would have been like, 'What's the point?'"