O.A.R. frontman Marc Roberge wrote this song with the band's drummer Chris Culos and a singer/songwriter from Chicago named Danny Chaimson. The last track on the album, the song is 9-minutes long.
As Marc Roberge explained in our 2014 interview , it took him about a year to come up with his lyric for this song. He had lots of notes and ideas, but nothing came together until he just scrapped everything he had and started singing. He recorded this spur-of-the-moment vocal in his home studio, and that ended up being used on the recording.
