Songfacts®:

• Kid Rock explained the meaning of this melancholic ballad to Billboard magazine: "It's about losing your best friend, somebody really important in your life. I was channeling Joe C. [a member of Rock's Twisted Brown Trucker band who died in 2000] a little bit, which I've never really addressed a lot in songs. It's a weird feeling to get into, very dark, very sad. I just tried to take that and flip it around a little bit. When it rains, when you cry and you can't stop, you really start thinking about some of those things."
• Rock told Billboard magazine how producer Rick Rubin helped channel the passionate vocal with which he closes this song. Said Kid: "Rick had me singing up there, I was like 'I can't get that high,' he said 'yes you can, I've heard you do it when you're sitting around drunk at your house screamin'. I've heard you do it, right in key, many nights. Now just do it here on the mike.' I'm like, 'can I get drunk first?' He was really building that confidence in me with my singing, 'you're a great singer.' I wouldn't say great. I get by, I do alright, but that's never been my thing. I've gotten very powerful over the years from singing so much, so I know I'm better than I've ever been, but doing stuff like that, in those type of keys, I don't know."