Lewis recalled that after she played the song to The Voyager
producer Ryan Adams, his reaction was frustration. "It agitated him," said Lewis. "He didn't know what to do with it because he thought it was so confessional. It's not confessional, Ryan!"
Adams sent her to work on the tune with Tom Petty and the Heartbreakers keyboardist Benmont Tench
. "Benmont f--king Tench! That made me so nervous," said Lewis. "But he looked at me and said, 'I know exactly what to do with it.'"