Avril wrote this song with the Swedish songwriter/producers Max Martin and Shellback. It is one of several tracks on Goodbye Lullaby in which Lavigne shows her vulnerable side. She said in publicity materials: "I allowed myself to be vulnerable. I think it's during the real moments that people can relate the most. Those who have heard the album have had very strong emotional reactions to the songs, so I realized that when something is so real, it will probably touch somebody. The beauty of music is that it's open to interpretation.