This song came from a collection of songs of written by Kostas Lazeritties. He was the writer of "Timber I'm Falling In Love," and many, many other tunes that Loveless recorded. When Tony Brown (Loveless' producer at the time) heard the song, he wasn't sure it was meant for her because of some of the lyrics in the third verse. While Loveless was recording it in the studio, actually putting the tracks down to the song. Kostas was rewriting the last verse. Once Brown heard this rewritten third verse, it just worked, it just absolutely worked and Loveless was very pleased how it turned out.