In this song, Cole sings about the powerful feelings she still has for the man who used to be her boyfriend. She tries to figure out what she did wrong, and keeps thinking about what it was like to fall in love with him.

In an interview with Blender magazine, Cole explained that she got the idea for this song when she was at a Malibu nightclub. Said Cole: "I just wrote the song in a corner while everyone else was partying. Love hadn't been treating me too good."

At a Malibu restaurant, Cole spotted an old flame dining with his girlfriend. They had dated a few years previously but things didn't develop as the R&B singer had wished as he wasn't interested in a committed relationship. Cole explained on her record's label's website what happened next: "So I was looking at the girl and I was like, 'What is it about her? You know, like seriously, what are you thinking?' And I just wrote about it, it came out really quick. After I wrote the song, I went to the studio about 4 in the morning, and by 5 or 6 I was done with the song and that's what you hear."