Songfacts®:

• Co-writer Nick Scapa of the production team Honor Roll Music told MTV News that this song was originally intended for American Idol contestant Joanna Pacitti. He explained: "I was making this track in the summer, and we made all this music. We first were going to write these songs for Joanna Pacitti, but she passed. So I did this track with the intention of coming to Los Angeles." After Pacitti turned down the track Miami indie rockers Awesome New Republic, recorded it for their 2009 album Rational Geographic, Vol. I. Scapa told MTV News: "I sent to it Michael John Hancock from ANR, and he nailed it. So for about a year and a half of playing that song and no one was biting on it, I sent it to Geffen Records and they liked the song and thought that it was a hit and suggested it for Leighton Meester."