Loeb wrote this with John Shanks and Shelly Peiken
. Shanks is a guitarist and producer who has worked with Michelle Branch, Kelly Clarkson, The Backstreet Boys and many others. Peiken co-wrote Meredith Brooks' hit "Bitch," as well as several songs for Christina Aguilera, including "What a Girl Wants
Says Loeb: "I was in a situation where my record company really wanted to hear the hits. And instead of feeling the pressure to write the hits by myself, I decided to experiment writing with people who are known for writing hit songs. I just like to write songs; although it's fun when they become hits, I don't sit down to write hits. I'd had a couple of co-writing experiences where I wrote with people who had hit songs, and although I avoided it at first because I thought that seemed non-artistic, I realized that although those people were known for writing hits, they're still musicians and songwriters, and they're really fun to work with. And it's really great to see into how other people write music."