The song was written by Michael Jackson during the time of the Invincible album. Michael pulled the track out of the archives in 2007 to work on the song with producer Theron "Neff-U" Feemster. Jackson first put down a sketch of the lyrics in 1999, then he began working out the music with longtime friend and collaborator, Brad Buxer, who co-wrote the song. Over the next ten years, Jackson returned to the track numerous times. Jackson and Brad Buxer continued tinkering with it in Las Vegas in 2007. In October 2008, when Jackson lived in Los Angeles, he asked recording engineer Michael Prince to put the latest mix of the song on CD so he could listen to it and see what might be improved, but he never got around to working on it again. Teddy Riley co-produced the song along with Theron "Neff-U" Feemster following Jackson's death. Riley also wrote a new bridge, performed by Taryll Jackson, that included different lyrics from those left by Jackson. The track uses the background chorus from "The Hurt", a 1984 song by The Jacksons released on their Victory album.