Moore penned the song with frequent collaborator Dan Couch and Nashville singer-songwriter and guitarist Scott Stepakoff. Moore told Mike Ragogna of The Huffington Post
how the song recounts meeting up again with a girl that he used to know at school: "Dan Couch and I were in the room with Scott Stepakoff one day, and we had been banging around on that rhythm," he recalled. "I had that opening riff the whole day, and we probably wrote five songs over that before it came out. Throughout the day, I had mentioned that I went home and ran into a girl I haven't seen in six or seven years, who I went to high school with. In High School, she was one of those girls that just slipped through the cracks. You would see her go through the hall and you never really noticed her. She always hid her head down and was mild-mannered and meek. Then, fast forward six years later to a party I was at when I was back home, she was amazing. Not only was she beautiful but she was smart, funny, charming, and witty. She had grown into her figure and she became confident, and had a great job. There was such a charisma about her, and I really wanted to kick myself in the ass for not noticing that at that age, along with all of my other friends. I think that's just part of growing up."