This track was written by Allen, together with Lindy Robbins who has penned songs for artists such as Demi Lovato and Jordin Sparks. It is one of three songs on Kris Allen co-written by Californian songwriter Lindy Robbins. Allen told MTV News that he learnt to appreciate her unique strengths. Kris said, "She was kinda like a mom almost. I feel like she could feel what I was thinking, so she would always hone it in. She's really sweet." The other co-writer was Mike Elizondo, who is best known for his hip-hop collaborations with artists such as Eminem, 50 Cent and Dr. Dre.
In this song, the narrator ponders the advances of a good-time girl, who he knows is not going to be good for him.