This piano ballad is the first pop single to be recorded by American classical crossover singer Jackie Evancho. The song was written by songwriter/producer Peter Zizzo (Celine Dion, Avril Lavigne) and producer Michael Mangini (Joss Stone).

Zizzo and Manginio sent Evancho the tune after learning she was open to a new direction. "I am kind of dabbling in that area," the teenage singer told Billboard magazine. "That started when a friend of mine sent a song that he thought I would sound good on, and I sang it in a pop voice, and I guess it blew people away and they were impressed with how I sounded."

The lyrics detail a difficult break-up and Zizzo was concerned that such a subject matter might need to be adapted to the then-15-year-old Evancho. However the teen embraced the song's emotional depth. "I took another look at the lyrics when we realized we were gonna record it with Jackie, because I felt that some of it might be a little bit rough for her in terms of relationship experience," he said, "but she really loved the emotional point of view and she was comfortable with it."

Mangini added. "She's 15 and she's experiencing those kind of emotions for the first time in her life. So my thought was: 'Who better to express those kind of emotions than a person who probably feels them more intensely than any of us adults do?' We've all kind of experienced love a bunch of times, so we kind of know what's coming. When you're so young and you're experiencing it all for the first time, it's kind of raw. And so we thought, 'That could be a really interesting perspective for the song.'"