BSB members AJ McLean, Brian Littrell and Howie Dorough
penned this song with Swedish born producer/writer Martin Terefe, who has also worked with Jason Mraz, Jamie Cullum, KT Tunstall and Train. It was written in London during the summer of 2012 after the group started working on In A World Like This
and was inspired by a Ryan Gosling movie. Dorough recalled to Billboard
magazine: "A.J. [McLean] was watching the movie Drive
, and the music kind of has that dark, mysterious feel to it. He came to me, and I had just recently seen that movie, and I loved the idea. He started off with the melody for the chorus, and then I came to him and started putting feeling into the words."