Spears closes Britney Jean with this break-up anthem, which finds her saying goodbye to a lost love. Much of the album's material was influenced by the ending of her relationship with ex-fiancé Jason Trawick. Speaking to Alan Carr on his UK Chatty Man show, Britney said penning lyrics for the record helped her deal with her emotions after the split. "Yes definitely, (writing for the album) was like therapy," she said, "Most of the songs are about celebrating having a good time, but I went through a break-up with this record so some of the stuff that I went through is on the record."
Speaking to Ryan Seacrest of this song, Britney said that it is "pretty personal," adding: "It's about a relationship and what you go through and trying to hold it together."
Britney Jean executive producer will.i.am recruited former Foster The People member Zach "Reazon" Heiligman to help with the song's production, and it was he who added the whistle at the beginning.
This was one of several tracks on Britney Jean that gave Spears' fans a look at her personal life. She explained to MTV News why she decided to reveal all. "Actually I really kinda had no choice," the Princess of Pop admitted. "Because at the time I was going through a breakup that was kind of public, and everyone knew about it. And I felt like, it's not a secret, so why not write about it and say how I'm feeling about it and what it feels like?"
"I feel like when you write you do depict from what you're going through in your life, and that's what I was going through at the time, so it just made sense for me, therapeutically, to write it out and get it out," Britney added. "You kinda of do put yourself in an exposed situation and you're putting yourself out there a little bit, but I feel like it's better to do that than keep it in."