Both this song and "Right on Back to You" were written by Urban on a guitar that once belonged to country legend Waylon Jennings. The instrument was a surprise gift from his wife Nicole Kidman. "It's such a profound piece of musical history — not just for the journey it's had through Waylon's life, but it was given to Reggie Young, who's a legendary session musician here in town," Urban told Associated Press writer Chris Talbott. "Waylon gave it to Reggie something like 25 years ago. It's got some stories to tell. I wish it could speak."

Urban co-wrote this song with Darrell Brown, who previously co-penned "You'll Think of Me," for which Urban won the Grammy Award for Best Male Country Vocal Performance in 2006.

Urban told The Boot about this song: "I love the story - it's unusual for a guy to say those things, like, 'What's happening to me, I'm becoming unhinged, I'm not normally like this.' It's such strange role reversal, but I really liked it because of that."