This song is credited to both Sam Phillips and T Bone Burnett (the two had a successful business partnership and a marriage that lasted from 1989-2004). It was written for T Bone's own self-titled album, but Sam fell in love with the romantic ballad when she heard it being recorded at the studio. In our interview with Phillips
, she recalled: "I just thought that was an amazing song, and I wanted a lot of people to cover it, so I felt the least I could do was put it on my record that we were making at the time. That was when we first started to work together. He played guitar on that version that I did and I sang it."