The Fray's vocalist Isaac Slade penned this lullaby for his little brother Micah after he'd called him at four in the morning complaining that that he was having a hard time sleeping. The next morning Slade got out of bed, grabbed a guitar and started playing a comforting song for his brother. He told Denver Westword: "I didn't really write it; I just started playing it. The melody and the lyrics just kind of fell into place. It's only happened like that with maybe that song 'Happiness' - and that's probably it. It never really comes that easy. And this one just kind of downloaded from somewhere. And I hadn't finished it completely. I only had two or three verses. I wrote it in, like, ten minutes and was playing it to my wife. She was sitting in bed."
After breakfast Slade drove to the studio got out his phone and went over the lyrics. He recalled: "I sang it a couple of times, kind of hammering out the lyrics, pushing pause and record and pause and record. I finished it and texted the guys on my way and say, 'Hey, I got a lullaby I want to record. It's probably not going to fit the record, but I want to record it for my little brother and send it to him.' Because basically, I had no idea what to say. So I took one pass at it, and all the guys walked into the room and they all said, 'That sounds important. Do it again.' So they all laid down around my piano. I'll never forget them laying on their backs with their eyes closed and the lights turned down low at ten in the morning. I laid down a second take, and that made the record."