Vocalist Awsten Knight wrote this about his relationship with then-girlfriend Ciara Hanna. Asked by Kerrang how the stripped back and loved-up acoustic ballad came about, he replied. "I wasn't even thinking this will be a Water Parks song. I just wrote it for somebody in 20 minutes, sung it three times in full, and that was it. We didn't fix it or edit the vocals just to keep it very real and authentic as possible."
So did Knight have anyone specific in mind for it after he wrote it? "Yeah," he replied. "I was like, if there's any happy-ass Jason Mraz-looking mother f---er that needs a song, this is for him!"
It was Waterparks manager and Good Charlotte frontman Joel Madden who persuaded Awsten Knight this should be recorded for Entertainment. He recalled to HMV.com: "(He) was like 'This is the biggest chorus you've written!' and I was like 'S--t ok' and we used it."