Nashville songwriters Josh Kear and Chris Tompkins penned the song. The pair previously wrote Underwood's 2007 CMA Song of the Year, "Before He Cheats
." Speaking with Fox17 News, Kear explained that when the pair sat down in the writing session that produced this song, their intent was to write another hit specifically for Underwood. "Carrie was about 2 or 3 singles into her third record," he said. She hadn't announced she was looking for songs we just knew the song search would start soon. I remember we wanted a track as cool as Coldplay, melody as cool as Rihanna and a lyric like it belongs on a Carrie Underwood record."
"We began to build drums and the string parts that drive the intro and verse," Kear told Radio.com
. After that, the lyrics just started "leaking out." "We were searching for a highly dramatic story song," said Kear. "We started with strings and a four-on-the-floor kick drum, still with no idea what the song would be about. At one point Chris decided he wanted to mess around with sound effects and almost instantly landed on these samples of storm sounds."
For Tompkins, the song's subject matter was personal. "I grew up with and around a lot of alcoholism," he told Fox17 News. "I went to AA meetings with my family and heard all kinds of things I shouldn't hear at that age. I picked up a lot of real life stuff."