In October 2008, Rachel Reece was hit and killed by a drunk driver in Lula, Georgia. Rachel was Issues singer Tyler Carter's best friend, high school sweetheart and singing partner. This song is a dedication to Rachel and it took him four days to write – the result of much soul-searching and dredging up of painful memories.
"Every day in the move, would just lose it," he told Kerrang! magazine. "I was crying and so lost in the song. It just wasn't perfect enough, so I had to rewrite and rewrite. At the time I was physically incapable of finishing takes, and we used some of that. You can actually hear me losing my s--t on there."