Megan Trainor wrote this with Chris Gelbuda, who co-wrote her song "3 A.M." and produced her John Legend collaboration "Like I'm Gonna Lose You
." She recalled in a track-by-track: "I wrote it with my good friend Chris Gelbuda with a ukulele. It's very special to me, I'm very proud of this song. Every word and every melody I'm proud of – it is real."
"It is about one of my good friends that we keep doing this thing where we want to love each other and we can't because of circumstances like distance and other issues and it's just an ongoing thing and I had to write it."