Kiefer Sutherland co-wrote all of the tracks on his debut country album, Down in a Hole
. This song, which the actor/singer penned with producer and good friend Jude Cole, is the most personal one on the record. He explained to The Boot
: "I lost somebody, a woman that I loved very much, and they died way too young... What Jude did to it musically, which was really, really clever, was, he gave it a real upbeat thing, so you might not get what the song was about."