Songfacts®:

• Lambert wrote this simmering torch song at a Michigan show with fellow Pistol Annie Ashley Monroe and Jessi Alexander, who also co-penned the 2014 ACM Song of the Year "I Drive Your Truck."
• The song features a strong vocal performance by Lambert. "My dad's best friend of 45 years had passed away not too long before I sang it in the studio," she recalled to Billboard magazine. "They were music lovers and I remember when we wrote it I couldn't wait to play it for him, his name was Rod, and I was like, 'oh my god, Rod will love this.' He was kind of my music judge, I always couldn't wait for him and his wife to listen to my records and tell me what they thought, they love music so much."
  
  "He had passed away, and I couldn't find inspiration," Lambert continued. "It's hard to find inspiration when you're not doing it live. I do a lot of my vocals right when we're cutting it, but this one I had to go back in and sing. Like, you're standing in there on a Wednesday at 2 o'clock, it's hard to get inspired. I was just walking in out of an interview and I couldn't get my mojo, and I started thinking about him and her and their love, they'd been married for so long, and how much they loved music together."
  
  "Something came over me, and I was singing it like she would to Rod, how would she say it?," she concluded. "I called her a couple weeks later and said, 'hey, I cut this song, and you and Rod were my inspiration.' That song means a lot to our family now because of that, and I hope it's one of those songs that people find something to grasp on to with it."