This acoustic ballad is one of two songs penned by Ed Sheeran for One Direction's Take Me Home album. "The two songs that I wrote for One Direction's album are, they're the same subject matter as the last song I wrote for the last album 'cause they're from the same batch of songs," Sheeran revealed to MTV News. "They're both about my ex-girlfriend." Sheeran added that this, "is an appreciation song." He went on to explain: "It was written about the best things about someone, kind of like the things you wouldn't expect."

Sheeran penned his songs for One Direction when he was in his teens and they were inspired by a relationship he was in at the time. "I had a wicked girlfriend at 17. She was great," he told MTV News. "Actually my + album is pretty much about her. So she spawned off a lot of songs."

Sheeran told Capital FM he wrote this with a young singer-songwriter called Fiona Bevan, only to lose the song. "I've kept in touch with Fiona, we've done gigs and stuff and about two months ago she sent me the tune and was like, 'Oh, do you remember this?,'" he recalled. "I was like, 'Yeah, I do remember that', and I was in the studio with the One Direction boys at the time and I was playing it and they were like, 'We really like that'."