Perri penned the song with the help of former Evanescence member David Hodges, who has also written tunes for Kelly Clarkson, Train and Daughtry. She told Artist Direct
that the lyrics are about being in love with someone she worked with but not being able to tell them. "I wrote this about the summer of 2010," she explained. "I fell in love with someone, and we had to work pretty closely together. I had to pretend I didn't like him, which was the hardest thing for me because I'm not good at lying [Laughs]. The song is about the feelings and swimming in that kind of tension when you're around someone and trying to keep it cool. That's what it means for me. Instead of telling him I loved him, I wrote it to him in a song. That's where I go."