Jamie Lynn Spears co-wrote this ballad with Connie Harrington and Tim Nichols. It was inspired by a conversation the trio were having about one of Spears' exes. "Connie was someone I had written with several times, and it's always nice writing with other females — especially when you're going through transitional kind of stuff," Spears recalled to Taste of Country
. "Tim came in on one of the co-writes, and we were talking about how I was personally going through this time where the person I had been with, we were not together, but he was with another girl who was bringing out the kind of man that you want to see in the person you're with. And it was bittersweet for me, because I was like, 'You know, that's what I always wanted from him, but I'm almost at peace with knowing that he's gonna be okay.' She's bringing out the good in him, and that made me feel good."
"It kind of snowballed off of that idea. It was a really clear point of view that everyone could connect to — man, woman, doesn't matter who you are, you've been there," she continued. "You've seen that person, the high school boyfriend or whoever it is, grow into the man that you never thought they could be."
Once the threesome had the concept in pace, the song came about organically. "Connie was playing guitar, and me and Tim were talking over some ideas, and Connie started playing this melody, and with this idea it was really sweet," Spears recalled. "It just made perfect sense. It kind of all felt into place."