The idea for the heartfelt tale of a past romance came during a writing session with Brian Davis. Brice recalled to American Songwriter
that he and Davis were sitting around talking, having just written a song, when one of them said, "That's a memory I don't mess with." he immediately sensed a song idea, "And right then and there, we wrote a chorus."
The song sat without any verses for about a year. Brice kept it on his work tape until finally a melody came to him and he completed it with Billy Montana
. "Sometimes, you just have to let songs breathe for a while, and that one soaked into my ears and into my head for a year," said Brice.