Monty Powell told AOL's The Boot the story behind this song: "Keith had this beautiful, atmospheric guitar thing he was doing one day when we were writing together. I had been thinking that Keith hasn't made his mark with a lot of dark or moody pieces of material. I just thought he should tell a story from the perspective of someone who isn't a winner, because Keith is usually a winner in all his songs.This is a story about a guy who falls in love with a girl one summer in an amusement park. She leaves and doesn't come back. He is so desperate that he actually takes a job as a mechanic in the amusement park, hoping that one of these summers she'll come back and they can rekindle that romance. I think it puts Keith in an interesting perspective, to speak about love from that standpoint.When Keith started playing the guitar riff that opens up the song, we felt it conjured up the ocean in winter... when it's cold and slate gray. It wasn't long after that we started thinking about an empty boardwalk and then we thought, 'There's nothing more desolate than an empty amusement park, where nothing is moving. All the rides have stopped and all the people are gone.' We went on to write the song from these images we thought about after he was playing the guitar riff. We still demo the songs we write on cassette, believe it or not. When we finish a song, we'll turn on a drum machine; I'll play bass, Keith will play guitar, and we'll just get around the cassette player and work on it until it sounds good. Generally most of our rough work tapes that go to Keith's producer, Dann Huff, go from us writing the song to the cassette player and then into the studio. When I first started out in my career as a songwriter, I will say that I honestly was worried when I turned a song over to an artist to record. [Now] I'm such a part of the artist process, and I'm usually writing it with an artist, that I'm handing if off into good hands. The records usually surprise me in how much more the artist brings to the song. I didn't hear this record until it was done and that was on purpose. I got to sit down and experience the song in its finished form, and it is a really beautiful record."