This song was written by the Country singer Katrina Elam and songwriter Mike Mobley, whose tunes have been recorded by Martina McBride, Kenny Chesney and Jason Aldean. Elam toured with Rascal Flatts in 2006 to promote her unreleased second album, Turn Me Up.

The song features English pop singer-songwriter Natasha Bedingfield. "We had a blast recording with Natasha," said Gary LeVox. "I've always been addicted to great singers and she is certainly one of the best. It was an honor to sing with her."

Bedingfield discussed her contribution to this song in an interview with Billboard magazine: "I've always had very eclectic and varied tastes in music," she said. "I think you're always going to see that from me, just working with people in different genres. I love it. Rascal Flatts were fantastic; I've always been into folk music and Americana, people like Johnny Cash, so I feel that's quite linked to country music. And I know Rascal Flatts are classified as pop/country, definitely more in that world. So it was like opening a window for me."

Bassist Jay DeMarcus told Billboard magazine it was Gary LeVox's idea to record this as a duet. He recalled: "It was one of those songs that was pitched to us for the last record, and we fell in love with it immediately. I think it was Gary's idea on the bus one day - 'You know, this could be a cool duet.' The more we talked about it, the more it made sense. We were huge fans of Natasha's. We sent her the song, she knew who we were, and was a fan of country music. She had known us for 'God Bless the Broken Road' and 'What Hurts The Most.' She came to Nashville, and watching the two of them in the studio was very inspiring."