Orianthi wrote this song sitting on a tour bus, whilst she was touring with Adam Lambert. She recalled to MusicRadar.com
: "I had the lyrics and the melody, but the intro was different; it had a heavy riff originally, but it didn't really fit the song. I changed it around, and it became more country.
"I played it for the Nashville guys," she continued, "and they added an amazing bed of music to it. Dan Dugmore is such an unbelievable lap steel player. The song definitely feels better being country instead of this big 'rahhhh!' rock track. Lyrically, it fits better with the softer feel."