Gilbert penned this song with Rhett Akins and Ben Hayslip about one of his former girlfriends. Speaking to KNUE 101.5 FM he explained: "I dated a girl that she was just kind of goofy, she was playful all the time. And she would get on my nerves to the point you just couldn't take it anymore, but you just couldn't really get mad at her. She was too cute and that's kinda where that one came from." Gilbert added that the girl in question knows this song is about her.