Del Rey wrote this lovelorn lament of a lost lover with Robbie Fitzsimmons of the duo Ellyn & Robbie. It was produced by Dan Heath, who is best known for his scoring work with Hans Zimmer on such films as Pirates of the Carribean and The Da Vinci Code.
The ballad is melodically based on "Love Theme From Romeo and Juliet," which was written by Nino Rota for Franco Zeffirelli's film version of Romeo and Juliet. A rearrangement by Henry Mancini was a #1 pop hit in the United States in 1969.
The song is an update both melodically and lyrically, of Del Rey's unreleased song "Methamphetamines."
His keyboard work helped define the Muscle Shoals sound and make him an integral part of many Neil Young recordings. Spooner is also an accomplished songwriter, whose hits include "I'm Your Puppet" and "Cry Like A Baby."