The girl Nail sings about is from Georgia, but he wrote the song at his parents' house in Missouri. He told American Songwriter magazine that he got to the point where he was hoping she would break up with him, but realized it wasn't going to happen. Said Nail: "I realized I guess over the Thanksgiving holidays at the end of that month that that wasn't going to be the case. That she was in for good, and there's no telling how bad I could've treated her or how many mistakes I would have made, she was just going to tolerate it. I think at the end of December, a month later, I finally realized that I was going to have to take the initiative and did. I joke all the time saying that I hope she hears it everyday for the rest of her life but I really don't mean that. At least, most of the time I don't mean it."
Nail continued: "It was one of those subconscious things where I sat down. I didn't know what the hell was about to come out, and it just did. And it's one of those things when you read it back you're like, 'Holy crap. What the hell? I'm a jerk!' It was one of those cool things, I never in a million years thought anybody was going to play it, or that I was going to record it. When I met Frank Liddell he asked me right off the bat, 'Do you have any songs?' And I guess just subconsciously I felt that, writer-wise, it was one of the strongest ones and so I played it and he just said, 'Man, that's incredible!' And it was one of the first five things we cut. And then I think as you get away from the situation and can kind of look at it as a piece of art, and you're not so close to the situation, it's easier to play it. But I guarantee you not a time goes by that I sing it that I don't remember what it was like the first time that I played it."