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Written by Kris Allen and Joe King. Produced by Mike Flynn and Joe King.

According to Songfacts, Allen co-wrote this song about acceptance being denied with writer and producer Joe King, the guitarist and songwriter from The Fray. Allen performed King's version of Kanye West's Heartless on American Idol and a few months later the pair spent two days in Timbaland's studio in Virginia Beach, working on this song. King told MTV News he simply responded "Yes" to Allen's e-mail. "I didn't even see most of the show because we were on tour in Europe and Australia," he explained. "But I found out he won when we got back and I saw he did 'Heartless,' so I was aware of him when he contacted me. It was a very good vibe in the studio. There was no pressure - we just had breakfast, got to know each other," King added. "It was all very organic after that."

King said though they recorded in Timbaland's studio, the super-producer wasn't present during the sessions. "But Timbaland's brother was there along with his crew, and it added this great energy to the session. When the boys heard the track, they started hanging around."

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