Caillat co-wrote this song with her songwriter friend, Jason Reeves
. She told Artistdirect.com: "That song is one of the oldest songs that we have together. We wrote that during the writing of Coco
. It's probably one of the first three songs that we ever wrote together. We started writing it when we were up in Paradise Cove in Malibu. It was night time, and we were sitting up on the cliff. There was a full moon shining on the water, and we started writing this song. We recorded it right at that spot, and it became one of our top YouTube videos, and a fan favorite. Finally, we recorded it properly and put it out on this record."