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Before finding a home in Dirty Dancing , the song was rejected by the producers of both Grandview, U.S.A. and the 1986 film Youngblood .

It was re-recorded in November 1986 at Michael Lloyd's studio. Although recorded for a 1960s-set film, the producers kept its contemporary 1980s soft-rock sound. Meaning and Inspiration

During the production of Dirty Dancing in 1987, Swayze played a demo for director Emile Ardolino and producer Linda Gottlieb, who immediately loved it and included it in the film's goodbye scene between Johnny and Baby.

The lyrics describe a man's unrequited or complex love for a woman he feels is "out of his league".

The song was originally composed for the 1984 film Grandview, U.S.A. and was inspired by Jamie Lee Curtis's character in that movie.