While touring to promote her sophomore album Breakthrough
, Caillat realized she'd developed feelings for her guitarist and musical director Justin Young. This autobiographical song, which she penned with frequent collaborators Rick Nowels and Jason Reeves
, finds her singing about the possibility that she was falling in love with her bandmate. Caillat told Billboard
magazine: "He was the guy who warms me up and talks with the band, so we had to work together more than we ever had. And all of a sudden I noticed I would change my outfit a few times before I would rehearse with him, and I would get butterflies when he would walk on the tour bus or when he'd talk to me or anything like that. We eventually talked about it, and then we started dating."