This track in 6/8 time features Marsha Ambrosius of the English R&B duo Floetry.
The troubled lyrics feature the sentiments of a girl who doesn't feel like she lives up to her worth. Wale states at the end with a spoken word segment, "Her mind's in the clouds, she writes it all in her diary."
The song contains a sample of "La Valse D'Amélie" by French musician and composer Yann Tiersen. from the soundtrack of the 2001 film, Amélie.
The song's music video was directed by Rik Cordero and shot in New York in and around Sputnik, a local bar and lounge in Brooklyn. Cordero told MTV News: "What he wanted to do was kind of show that we, as men, when we approach a girl, we don't always know exactly what her past was. Whether she was angry or felt a sort of way because another dude made a mistake that we have to pay for, that was the message Wale wanted to get across in this video."