There was a period when Skylar Grey lost her love for making music. As it wasn't fun anymore she took a step back and moved from Los Angeles to Utah in order to revert back to nature. This was the first song Grey wrote after she'd arrived in Utah. She explained to Artist Direct
: "I wrote it because I needed to get something creative out of my system with no pressures attached to it. I wasn't writing a hit pop song. I wasn't trying to be super indulgent in my chord choices."