This is one of several Overexposed tracks that Adam Levine wrote after his two year relationship with the Victoria's Secret model Anne Vyalitsyna ended. The frontman told The Sun: "We could never put out a Maroon 5 record without the love songs as that's why we connect so well with our fans. We have fun, yes, but we speak about things we've all been through at some time."
The song's music video was filmed on January 16, 2013 by director Rich Lee. It features frontman Adam Levine topless and covered in paint whilst actress and model Gemma Palombo is the object of his affection.