Penned by Nashville songwriters Shane McAnally, Natalie Hemby and Jimmy Robbins, the lovesick track closes Kelly Clarkson's Piece By Piece album. I chose that because I'm a huge Shane McAnally fan, and I really wanted a song of theirs," Clarkson told Billboard magazine.
Clarkson commented to VH1: "It's a cool, funny title. Shane McAnally and Natalie Hemby write like that, they're very clever with words. The original song demo was actually more country. I worked with Jason Halbert, we made it more old school, like Eurythmics-style production which makes it the perfect '80' style pop song. I just love the message, the cleverness and great song writing."