Guitarist Joe King penned this track during The Fray's European tour for their eponymous sophomore album in Zurich. He told the story of the song to Denver Westword: "We had just gotten in. This was during the second record tour. I hadn't been home for a good couple of months, and literally, I just got to my room - it was pouring outside, I'd been in a plane all day, cooped up in plane, and I was tired, but I didn't want to just stay in the room. Another cold hotel room with modern lamps and TVs mounted on the walls. I was just so annoyed about where I was at, physically. So being in a beautiful city, I decided to go outside and walk in the rain, and so I just got outside, and pretty much, I felt like I was the only one out in the city. It was probably eleven at night, I was walking through the alleyways and streets of Zurich, soaking wet. I got back to the room and started writing. I was missing home and missing feeling. I felt like I was dried up and so I kind of started messing around with this song. I was also missing my honey at that time. I was wanting her and couldn't be with her and so there's this element of desire in the song of this need that's unmet that I cannot meet and what that was doing to me. So I just kind of captured that night with this one."
This is the only Scars & Stories track on which guitarist Joe King takes lead vocals. Previous Fray songs that he sings lead include "Heaven Forbid" and "Ungodly Hour."