Pink wrote this acoustic guitar ballad with Billy Mann, who worked on such past numbers as "Stupid Girls," "Dear Mr. President" and "I'm Not Dead," among others.
Pink said on her website that this song is the one she is most proud of on Funhouse. She explained: "I am proud of the songwriting, melody, and vocals on that song. I recorded it in one take and we didn't mix it. It just went straight to master. It was all about a vibe and not about perfection or being polished. I just love that song and I loved recording it. Me and Billy got in a room and lit some candles, had some wine, and threw up a guitar mike and two vocal mikes and just went with it."
Pink explained that she frequently prefers to put onto disc the original fresh recordings without mixing them, which frustrates her song frequent collaborator Billy Mann. She explained: "I don't mix a lot of those songs. A lot of those songs on the record don't get mixed. Some of them don't even get mastered. I don't want them touched. And then he's (Billy Mann) like 'let me re-sing my part!' Absolutely not. He gets so mad at me." Pink added that if you listen closely enough to this song, Mann is, "singing the wrong words, we're not even singing the same song. But it's so beautiful because it's an energy. It's nothing else but a raw vibe recorded."