It was written by songwriting trio Bionic, consisting of Greg Wilson, Tracey Carmen and Martin Foster, and recorded for the reissue of the band's second album Feels So Good (2002).

The disco-fused dance pop song is an adaptation of "Last Train to London" (1979) by English rock band Electric Light Orchestra.

[1] In 1999, Foster had the idea and sampled the instrumental strings and chorus segments of "Last Train to London" (1979) by English rock band Electric Light Orchestra, written by Jeff Lynne, to create a sketch of a disco track with the notion of making a club track that could be a hit for seeing in the new millennium.

[1] With Bionic having signed a production deal with Innocent Records, they began auditioning a number of female singers to front the single.

However, it was soon decided that the song would be an ideal disco track for Atomic Kitten, and the label had demos mixed by other production teams, including Ash Howes and Martin Harrington.

[2] In the United Kingdom, it became the band's eighth top-10 hit, peaking at number two on the UK Singles Chart in its first week of release.

[3] In 2012, the Official Charts Company named "The Last Goodbye"/"Be with You" the group's fifth best-selling single after "Whole Again", "The Tide Is High (Get the Feeling)", "Eternal Flame" and "It's OK!.

"[5] According to band member Liz McClarnon, the nightclub setting as well as their individual stylings were heavily influenced by the 1970s disco sound of the song.

McClarnon, Natasha Hamilton, and Jenny Frost are dancing on the crowded dancefloor, while the video alternates between both the disco floor, laser scenes, and solo shots throughout.