Demi told Tommy2.Net that she wrote this song with the Jonas Brothers. She added, "it was about a personal experience that happened where I was really in to somebody and they basically walked away."
Demi said on Disney Channel's two-parter In Tune With Demi Lovato that this tune is one of the songs on Don't Forget, which she relates to the most. Demi added that she loves the song as she got to "feel a lot of emotion while recording it."
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