Songfacts®:

• This pining mid-tempo ballad was penned by former Babys and Bad English singer John Waite, Matchbox Twenty's guitarist Kyle Cook, Lisa Drew (Emerson Drive's "I Should Be Sleeping") and Love and Theft's Stephen Dale Jones. The song was originally recorded by Waite on his 2011 album Rough & Tumble.
• The song's music video was filmed whilst Love and Theft were traveling across the US as the opening act on Tim McGraw's 2 Lanes of Freedom Tour. Director Mason Dixon wanted to "make a narrative story work with them being on tour and put those two worlds together." The result is a story about vocalist Stephen Barker Liles carrying on a [fictional] secret love affair while he's out on the road.
  
  "It blurs the line of, were they an item or did he pass through town one time and they hooked up and now it's this kind of side thing?" Dixon explained in a Songfacts interview. "I like the idea of that secretive relationship that's common with artists on the road sometimes. I don't think they had a problem painting that picture."
  
  But Dixon's favorite part was the bromance angle: "The main thing was to show the bond between Eric and Stephen and that, no matter what's going on, they've got each other's back at the end of the day."