This was the first single taken from California singer/songwriter Colbie Caillat's sophomore album, Breakthrough.
The song was written by Caillat with San Francisco songwriter Rick Nowels ("Heaven Is A Place on Earth," "Thank You"). Nowels also produced the track along with Colbie's father, Ken Caillat, and Grammy-winning helmsman John Shanks, whose résumé includes Natasha Bedingfield's "Pocketful of Sunshine" and Kelly Clarkson's "Breakaway."
Caillat explained to Elle that the song is "about falling for a guy I was friends with. We went out on a date and I realized that there was no one else in the room. The room was silent, and I was on this high from it the next day and wrote this song."
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