This song was inspired by the difficulties Cyrus was having in her relationship with her fiancé Liam Hemsworth before they called a halt to their romance. "I wrote it while I was working on Valentine's Day - emotionally it was such a hard time," Cyrus told Fashion magazine. "It is about needing to leave someone but not really wanting to completely cut yourself off from the relationship. It's a time when you want to leave but you can't. It's also about moving on."
The song was produced by Mike WiLL Made It, who also served as executive producer for Bangerz. Will told Billboard magazine that despite the song's modern Dubstep/Trap sounds, he wanted Cyrus to keep to her Nashville roots with her vocals. "I told her, 'Keep your Country twang,'" he said. "That's what's ill about her."