The song was recorded for Little Big Town's Nightfall
album and produced by the band themselves. It almost didn't make the record, as the four received Jesse Frasure's demo only after they'd completed the album. Though they had no studio time booked, the quartet was desperate to include the tune on their disc. Their solution was to record the instrumentation in bits and pieces while out on the road. They then hired a studio for a couple of days, where they laid down their vocals.
"I think it's the fastest we've ever heard a song, turned around and cut it," Fairchild told Times Free Press