During an interview with Jim Shearer on VH1's Big Morning Buzz Live , singer Isaac Slade revealed that this song was inspired by a road trip he and his then girlfriend, now wife, Anna took from Denver, Colorado to Los Angeles. They attempted a shortcut through a mountain range and as a consequence got lost and ended up 600 miles off course; as Isaac Slade put it "...[we were] two states in and forty-eight states to go."
Guitarist Joe King also took a road trip with his two daughters to the West Coast in the summer of 2011. He recalled to Denver Westword: "We both had had these major road trip experiences, and we started talking about it and we just started writing about it, that idea of a road trip and what that does, and the memories it creates."
The Fray were originally not going to include this diary of a road trip on Scars & Stories as they didn't want to have more than 11 tracks on the album. However after King played the song to a friend telling him it was going to be scrapped, his pal told him, "Dude, you've got to be crazy not to put that on the record." So King emailed his band colleagues to say they needed to include the song on the LP.