Songfacts®:

• Jason Mraz features on this song, which finds Travie McCoy teaming up with producer Benny Blanco (Katy Perry, Wiz Khalifa), whom he previously worked with on Gym Class Heroes' 2011 hit, "Stereo Hearts." "To be completely honest," Travie explained during an interview with 92.3 NOW night host DJ Toros, "the song was written a while ago, with Benny Blanco, and was just kind of floating around. He was working with Jason... he dug it... laid some guitars on it, re-sang the hook and totally breathed new air into it and gave it a whole new life."
• The video, filmed on the streets of New York City, was inspired by the movie Inception. "When I first saw that movie I was like, 'wow this is genius,'" he said, "and then when I saw the final cut of this video I was like, 'dope!'"
• McCoy penned this about a fiery former lover. He explained to MTV News: "It was a song I wrote about my ex-girlfriend, who I'm still actually really cool with. I've always kind of avoided confrontation. And this relationship, she was French so it was kind of a language barrier... but whenever confrontation would arise I would just like leave the room and let her simmer down. And then I realized that that wasn't really helping things. I started actually listening to her."
• The song's lyrics mention Titanic as the film means a lot to McCoy's ex. "I put [the Titanic references] in there for a reason because that was a movie we used to watch together," he told Radio.com. "I actually told her, if I was in that situation I would hold on to her until I couldn't anymore. The first time I got the song back I sent it to her and she called me crying."
• The song was inspired by a rough patch with McCoy's former girlfriend. He told Billboard magazine that it, "sat on the back burner for awhile" until Benny Blanco played it for Mraz, who added guitar work and sang the hook. "Benny sent it to me, and I was like, 'Whoa!' " McCoy continued. "He took this thing to a whole 'nother planet. It was just fantastic. It meshed so well, so we decided to put it out there for public consumption and people are digging it, so I'm stoked."