The song originated with an old piano riff that B.o.B dug up. He explained to The Boombox
: "How the song was created was kind of interesting. I never really like tried to write a whole song then and there. I really try to take my time with it. This song kinda flowed in an interesting way. I was flying from New York to Atlanta, about a two-hour flight. I knew what I wanted to say but I just needed the melodic inspiration for it. I was going through my recorder and I found this piano riff. It was like a 20-second piano riff. I just looped it. I wrote the whole song, beginning to ending, all on the plane. Then when I got home I recorded it. As soon as I got off the plane, I hit the studio. From that point on, it started off with digital pianos but I wanted it to be live. So I went and recorded the live piano. It actually took me three different recording sessions to get the sound that I was looking for. Three times the charm."