Songfacts®:

• 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."
• Dorough said regarding the song's meaning: "It's one of those songs that's just a love song about that one person that you meet and you can't breathe around them."