Starley pours out her pain in this song about a guy who really liked her, but she kept putting off a relationship with him until it was too late. She explained to Billboard magazine:
"I was always busy with music so I just figured he'd always be there and kind of blew him off. One night I saw him out at a club and it might have been liquid courage, but regardless, I was ready to tell him I how I felt about him and see where it could go. Of course, at that moment, this beautiful girl walks up and grabs his hand. I was a bit heartbroken. He looked so happy! I realized I'd lost my chance."