The lyrics to the song detail a man's unrequited love for a woman. Working with musicians such as Luther Vandross (who added backing vocals to the track) and guitarist-keyboardist Greg Phillinganes, Marx sought to explore different musical territory with this single, stating that "I wanted to write an old-fashioned R&B song."
^Erlewine, Stephen Thomas (12 June 2012). "Richard Marx". A Night Out with Friends. AllMusic. Retrieved 6 December 2013. "Also broadcast on PBS' Front Row Center, Richard Marx does indeed spend A Night Out with Friends on this DVD/CD live package. Those friends include Hugh Jackman, JC Chasez, Matt Scannell, and Sara Niemietz..."