This emotional ballad finds Katy Perry reflecting on a past love that didn't work out. The song is widely speculated to reference her two-year relationship with singer/songwriter John Mayer whom the singer dated from 2012 to 2014. John Mayer is also thought to be the inspiration for Perry's Prism track "Double Rainbow."
The song was produced by Purity Ring's Megan James and Corin Roddick. The Canadian duo had a hand in three of the songs on Witness. They also remixed Perry's 2016 Olympics single "Rise."