Songfacts®:

• David Nail penned this song with Dave Haywood and Charles Kelley of Lady Antebellum whilst out on the road with the superstar country trio. The two L A male members carry a set up with them allowing them to record demos whilst touring. So Haywood and Kelley laid down a guitar and piano track before Nail added his vocals. The Missouri native joked to The Boot that the Need You Now duo sweet-talked him into cutting the song for the record. "It was an unspoken formality to say that it was something I dug," he said. "Then Charles definitely put on the pressure and said, 'Hey, you better cut this, or we're going to.' I don't know if that was a sales pitch or him trying to manipulate the situation to make sure I cut or if it was in fact true. It worked itself out."
• Haywood and Kelley started the song with another songwriter, Monty Powell. Nail explained to The Boot that the L A pair, "were stuck in the thought process of 'is this something we should continue to work on or should we move on to something else?'" Nail walked in just as Kelley was mumbling some lines that he wasn't convinced about. However, Nail thought the lyrics, "were really cool and different than anything I would have pursued." He sat back and watched Haywood and Kelley work and "was more or less a referee to say, 'I like that' or 'Maybe we should explore something else here.'" He felt privileged to have the opportunity "to sit on the bus and watch it all come to life."
• Nail told Roughstock: "What I like about the song more than anything is, as a guy, we often think we're doing a lot in relaying our love and appreciation to our partner, but in reality, we're doing a really lousy job."
• Country music singer-songwriter Hillary Lindsey, who's written several of Carrie Underwood's hits, provided additional vocals on this song.