Cole originally made this song in 2008 and based it around a sample of Finnish jazz saxophonist Eero Koivistoinen's track "Bells." He explained to Billboard magazine: "I started with these drums, and I was like, 'Man, what if I did these upbeat drums… it can almost be a party. What if I put this real emotional sample on it,' and that's what I did, I chopped up this sample."
Cole's white mother, aunt and cousin raised him in Fayetteville, North Carolina. His African American father left him at a young age, which is the subject matter of this song's first verse. Cole told Billboard magazine it's "probably the most personal song on the album."