Ben Rector wrote this song after a phone conversation with his mom about keeping up with his best friend from high school. He recalled to Billboard
"Towards the end of the call she said 'you know what they say, you can't make old friends.' I sat down to write and was immediately flooded with memories from growing up. It struck me how powerful that feeling was, that I missed both the people I grew up with and the naivety of that time more than I realized."