Songfacts®:

• Cook penned this ballad with guitarists Neal Tiemann and Andy Skib, who he played with locally in the band Midwest Kings before his American Idol breakthrough. He told The Hollywood Reporter: "I've played with those guys now going on almost ten years in one capacity or another. We've got a great musical chemistry, so to be able to sit down and write with together and have those songs stand up against all the other stuff we kind of stockpiled for this record, I think that says a lot, not just about me, but also about those guys."
• Cook told The Hollywood Reporter about the songwriting process for this tune: "It's a song that has a really cool mood and was just the right puzzle piece to the record. We basically sat in the studio at my house and worked on it. I think I was in my pajamas when we wrote it."
• Cook discussed the cut with Billboard magazine: "I love the haunting aspect of the song. When we got done tracking that song, it stayed with me. It's like when you go to a smoky bar and you leave and your shirt smells like cigarette smoke, I felt like that song was the cigarette smoke on my shirt."