wrote this song with Sugarland's Kristian Bush
. The Third Day frontman explained to Taste of Country
how the collaboration happened. "I'm in Atlanta, and he's in Atlanta, too, so we run into each other every once in a while at a NARAS function or something," he said. "We just kept saying, 'Hey, let's hook up, let's write together,' as people do, so finally I was like, 'I'm going to work on my new record, and I'd love to get some help from you. You've written some big hits in country music, so I could use your advice and expertise in the field.'"
"I went over to his studio one day, and I had a song from the first record that I loved, and I just couldn't let go of it.," Powell continued. "I couldn't forget about the song. It wasn't quite finished enough to make the first record, but there was something about it - I was like, 'Man, I'm not gonna put it out until it's right.' So I worked on it with a couple of other people, and nothing ever really happened, and when I showed it to him - I showed him two or three ideas, and when we got to that one, he said, 'That's it, let's work on that.' So we worked on it a couple of hours, and it turned out to be one of my favorites on the record."