Don Dokken wrote the song in 1975 or 1976, when he was 22 or 23, recorded it on a cassette, and it stayed in a closet for nearly a decade. During the recording of Tooth and Nail, many other glam metal bands at the time were releasing ballads, so Elektra Records told Dokken they needed a ballad. This prompted Don to search his closet and rediscover the song, which he reworked with bassist Jeff Pilson in the studio. "People ask me all the time, 'Who did you write it about?' I don't know. 'Was it about a girlfriend?' I don't know! I just wrote it. My memory's not that good," said Dokken.[8]
Its lyrics talk about a man's depression after a break-up. The music video had a story similar to a lot of other power ballads. Almost 70% of it is filmed in black and white along with some coloured scenes. It shows the band performing the song live along with some shots of Don Dokken being alone in a room.
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