This touching piano ballad came to John Mayer when he was working on his The Search For Everything album at Capitol Records' Hollywood building. The only other person in the room at the time was longtime engineer Chad Franscoviak. "I wrote this in one night," Mayer recalled to Rolling Stone. "The first week we were here, we had an assistant in the room and I worked a little bit but didn't get very far. So I said, 'We have to kick everybody out and it just has to be me and Chad.' He's the only guy who I can really write in front of."
Mayer had already prepared some lyrical ideas at home, and was trying to find the right music for them one night, when this song formed itself within a space of a few minutes.
"We would dim the lights in the studio," he said, "I sat at the piano for hours teaching myself how the song might go. I sang it that night, and that was it: what you hear on the song is the original take. I couldn't sing the vocals again if I tried. It would be like the second snowball fight in Groundhog Day. This is the first time in my life as a singer that I'm in a state of emotion, not just intellectualizing how to sing a song. Every time I hear it, it's like getting to meet myself in the same room and take a walk around myself, like, 'I guess that's what I look like from that angle.'"