Written by Brice's good friend Chris Tompkins (Carrie Underwood's "Before He Cheats," Chris Young's "Voices"), this nostalgic love song first caught Brice's ear in the mid 2000s when he heard a stripped-down arrangement of the tune on one of Tompkins' work tapes. He decided to record it for his I Don't Dance album with all the musicians gathered around one piano. "I couldn't imagine it being any different than what I heard on the work tape," said Brice. "I said we had to do it live because I didn't want to give myself the option of redoing vocals or piano or bringing in background singers later."
"They brought the piano out into the main room of Ocean Way Studios [in Nashville], which is an old church, and we took our headphones off, had no click tracks, no drums," he continued. "It's like they did 50 years ago. We played it four times and the last time was perfect. I took it off the board exactly the way we recorded it and mastered it, and it's my favorite track on the record by far."