It was written by Wayne Wells, Adonis Shropshire, and Bryan-Michael Cox for his sixth studio album A Man's Thoughts (2009), with production helmed by the latter.

Ginuwine commented that the song "reflects the maturity of my personal growth over the past few years.

[2] "Last Chance" was written by Wayne Wells, Adonis Shropshire, and Bryan-Michael Cox, while production was helmed by the latter.

[3] In an interview with Blogcritics, Ginuwine explained: "When I come up with names of songs on a CD, it might actually mean more than what it's actually talking about.

[4] Singers Ray J and Tyrese Gibson, comedian Alex Thomas and fashion designer and actress LisaRaye all make appearances in the clip.