This song started off with a CD of beats given to her by Aiko's record label boss, producer No I.D. One of the instrumentals especially spoke to her. She told Artist Direct
: "That's how I write. I will just write around his track and wait until I start saying or singing something along."
"I couldn't write anything to it," Aiko continued. "I was like, 'I love this track so far' so I went into the studio and just freestyle-d it. I was really going through it. I had just went through this heartbreak. I really felt like I wanted to tell that story. It was a freestyle."