Josh Groban penned this song with American record producer and songwriter Lester Mendez, who has also worked with Shakira, Santana and Nelly Furtado. He told Billboard magazine the track was initially written for his 2010 Illuminations album but "it just wasn't the right situation."
Regarding the song's meaning, Groban explained to Billboard it is about "being in a relationship where you realize that you're doing all the jumping around and need to be a little more zen about letting the right thing come to you."
Producer Rob Cavallo (Green Day, Goo Goo Dolls) did the string arrangement on this and other tracks. Groban said at a listening party at the Sunset Towers in West Hollywood. "We took three of our favorite string players and let them jam for an hour (on a each song). We'd take their improvising and then add 20 players to what they did."
Groban told Billboard magazine: "I liked it because it was romantic and it was hopeful, but it wasn't about a perfect situation. It was actually about heartbreak and the grey area."