The song, reflecting on a broken romance (as depicted in Urban Cowboy), features the Eagles on background vocals and instrumentation by Don Felder on guitar and members of Toto and David Foster on keyboards. Two versions of the song were released. The most widely available version of the song (as released on Scaggs greatest hits compilations) places more emphasis on the Eagles' background vocals, plus additional background vocal stylings by Scaggs towards the end of the song. The version as heard in the Urban Cowboy film (as well as its soundtrack) replaces the Eagles' vocals with a female chorus.
According to comments made by both Scaggs and Foster on the television special (and subsequent DVD) Hit Man: David Foster and Friends, the song was written and recorded in one night after the studio called asking the duo to write a song for the scene, informing them the scene was to be filmed the following day, and the track needed to be on a courier plane the following morning.
David Foster provided a bit more of the backstory on the The Real Housewives of Beverly Hills, Season 3, Episode 3, titled "Don't Sing For Your Supper", as his wife Yolanda is a castmember. Foster said that Scaggs wasn't happy with any of the music he played that evening until the night was almost over. When Foster played the intro chords that became the trademark beginning of the song, Scaggs said, "That's it".