Umphrey's McGee's guitarist/singer Brendan Bayliss' inspiration for the song came from receiving the news that his fellow bandmate, Jake Cinninger, was going to be a father. Bayliss explained in his Songfacts interview
what he imagined while writing the tune. "I was sitting at the piano thinking about Jake and his son, and pictured me giving his kid advice when his parents weren't around," he said.
Bayliss also revealed why the song was written in a certain key, "It's a pretty simple tune, and I'm not a great piano player so it came together pretty quickly. It's in E-flat because that's an easy piano key."