Songfacts®:

• This poignant ballad was penned by Paisley with his frequent collaborators Chris DuBois and Kelley Lovelace. The same trio also penned the singer's previous hits, "Online", "Water," "Remind Me" and "Southern Comfort Zone." The song finds the narrator asking a girl to let down her guard and let him change her world.
• The ballad was released as the third single from Paisley's ninth LP, Wheelhouse. "It's all about leaving your comfort zone, this album," Paisley explained to Jimmy Kimmel regarding the disc's title. "It's like, what is my wheelhouse? The baseball expression, what's in your strike zone, where are you comfortable? We really have tried to go out on a limb with this record and see how far we can stretch through things."
• Paisley performed the song on the July 31, 2013 episode of the reality talent show America's Got Talent.
• While the song came late in the process of recording Wheelhouse, it proved to be a pivotal tune that helped shape the album. "This was Brad's idea, totally," Lovelace told Roughstock of the day he, Paisley and DuBois wrote the cut. "He had the idea and the whole hook. He kind of threw it out in the beginning of the project, which I really loved. I thought it was a great idea, and he could have written by himself if he wanted to. We were maybe 75% of the way done with the project, and we started talking about that idea again. I think it was on a night we didn't have anything else going. He mentioned that. Me and Chris were like, 'Well we love that... we can work on that.' We talked about it for a little while. He wanted it to be really different. We worked on it a couple of different times."
  
  "It really took off when we were in the studio," continued Lovelace. "Brad has a studio in his barn, and he's down there all the time... tweaking on mixes and stuff like that. He's down there all the time when he's recording. It got to be between 12 and 1 at night, and we were kind of stumbling around. We didn't have any great lines. It was late and everybody was tired. We really didn't know what the song should be. He goes, 'Let me just go in and sing something and just record me.' He went in there, and I said, 'What are you going to sing? We don't have any lines.' He goes, 'Oh, we'll think of something.' So we just played the track over and over again, and then he started spitting out a few things. It started to get really good because he was spitting things out that were really real and very non-written. I was looking back at Chris like, 'Wow! This is good!' He was just feeling it and in his zone."
  
  "I think the song progresses and gets better as it goes on, even production wise," added Lovelace. "I just love the realness of the song from the bridge on out."