Unlike the Tennessee-based Kings of Leon's previous efforts which centered around Nashville as a base, Come Around Sundown was recorded in New York at Avatar Studios. It was reported that the quartet did not enjoy the regimented regime there and this delicate but powerful echo-chamber melodrama is filled with yearning for their home state. "If you give up New York, I'll give you Tennessee, the only place to be," Caleb sings.
Some music writers have interpreted this song as Caleb addressing his girlfriend, model Lily Aldridge, who is unhappy about something in their relationship - maybe the level of his fame and the temptations to stray this creates. The singer is encouraging her not to "shy away" and to "ride out" this "wave" as she's the "one and only face" for him.