David Nail nearly missed out on this Abe Stoklasa and Marc Beeson penned song about the last night with a lover. He recalled to The Boot
"I can remember the first time I heard the demo: A buddy of mine, he sent it to me, and it was a classic case of... if you ever heard a song that you wish you had recorded, but couldn't record it, and then had to listen to somebody else record it, that was the case with this song. I had just finished a record. I didn't have the courage to ask if I could go back in to record a song - which is exactly what I did with this last record - or else I would have recorded it then, because I thought it was genius.
I was fortunate enough that some things didn't happen, and I was able to go back in the studio and record some other songs, and this song kind of fell into our lap, It was a classic case of, there's no way I'm going to let this thing pass twice. So we went in, and we tried our best to make it a David Nail song."