Jennifer Nettles wrote this slow Country ballad with Tim Owens (Sugarland's "Settlin'," Brad Paisley "Ticks") and Derek George (Bryan White's "So Much For Pretending," Jerrod Niemann's "Drink to That All Night"). She explained that the song has its roots in "the fear and loss of a relationship," before adding: "It's about those co-existing emotions and having been afraid and thinking like, 'Oh, man – what's going to happen?' And then realizing, 'Wait a minute! This ain't so bad!'"
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