Songfacts®:

• In this heartbreaker, a guy can't forget the girl who left him because every other memory he has of her is a good one.
  
  The song was written by the Nashville tunesmiths Catt Gravitt, Josh Kear and Chris DeStefano. They wrote it at a songwriting camp that was set up to create songs for Glee star Matthew Morrison's debut album.
• Some songs are written from experience and come from a place of longing. This is not one of them. In our interview with Catt Gravitt, she explained that she and her co-writers had a great time putting the song together.
  
  Josh Kear came into the session with the title and concept, and Gravitt and DeStefano worked out the melody. "We were doing stomps with our boots on the floor," Gravitt said.
• While they were writing this song, Catt Gravitt decided it needed ukulele, so she went to a local Guitar Center and bought one. Chris DeStefano didn't play the instrument, but he figured out enough chords to play it on the demo.