The song was inspired by memories of when Kelley used to go with his girl to the county fairs in Augusta, Georgia. He told The Boot
that he was thinking back about an incident when having ate a funnel cake, his girl made him, "get on one of those spinning things that starts spinning really, really fast, and starts going in different vertical directions, and I remember throwing up in front of her on this first date!"
Kelley told the story to Rachel Thibodeaux and Kyle Jacobs and the trio wrote the song together. "It's a playful song about love and falling in love on a Ferris wheel," he explained. "But getting sick really inspired that tune!"