The song was originally conceived as a duet between Brandy and Ocean, but the final album version features just Norwood. Speaking on how the song came about Brandy told Rap-Up.com
: "He had the song for a while and when I heard it, it really just spoke to me. Sometimes you get to a point in your life where you're scared to be great, you're scared to be beautiful, you're scared to be the best version of you and you talk to yourself and you try to get yourself back on track. I just remember feeling like that at a point in my life. I know there are so many people out there that go through that dark time and I felt like it could speak to a lot of people."