This track was inspired by the late songwriter Susanna Clark, who died from cancer on June 27, 2012. "That song landed in my head one morning while I was in California with Troy Verges on a writing trip," Lori McKenna
told American Songwriter
magazine. "It's hard to lie about it – although I wish I could because I never had the pleasure of knowing 'Susanna' and I've only ever met Guy Clark
once. Part of me knows that I have no business writing a song about either one of them. But the song landed there in my head and as every songwriter knows - it had to come out."