This on-the road-in America homesick lament was written when the band found themselves in Virginia on the same day as the Virginia Tech massacre of April 2006. Frontman Dan Gillespie-Sells told the Daily Mail January 11 2008: "We were in Virginia at the time, and we played an awful gig. I love America, but that night it was a country I wanted to leave."
The band had originally planned to work with Trevor Horn but eventually decided to produce the album by themselves, as they had with their first record. Gillespie-Sells told the Sun newspaper February 8, 2008: "We know Trevor and had wanted to work with him but once we got going we knew we wanted to do it ourselves. However, looking back at all the Trevor Horn songs that we loved like Pet Shop Boys' 'Left To My Own Devices' and Grace Jones' 'Slave To The Rhythm,' they were all arranged by a guy called Richard Niles, so we called him and he did the arrangement on our songs 'Without You' and 'This Time.' They were the only tracks recorded outside Bradley House (the Wiltshire stately home of the Duke of Somerset, where The Feeling recorded much of the album). He heard 'Without You' and asked to do it. He wrote a whole arrangement for it there and then as he was so into it."