This is the opening track from Transition, the second album by Washington D.C. R&B singer-songwriter and producer, Ryan Leslie. The disc was inspired by "a summer of secret love" with a mystery woman, whom Leslie met during a rehearsal for his showcase at New York's S.O.B.'s. Each song on Transition tells the story of their relationship. Leslie told Global Grind that on this song, "I was so into her I couldn't imagine her being with someone else. My mind started to play tricks on me."