"Annie's Song" was written as an ode to Denver's wife at the time, Annie Martell Denver. Denver "wrote this song in July 1973 in about ten-and-a-half minutes one day on a ski lift" to the top of Ajax Mountain in Aspen, Colorado, as the physical exhilaration of having "just skied down a very difficult run" and the feeling of total immersion in the beauty of the colors and sounds that filled all senses inspired him to think about his wife.
The Henningsens, consisting of Brian Henningsen and two of his children, Aaron and Clara, originated in Illinois, where Brian played in area bands off and on throughout the 1980s and began songwriting in the early 1990s. Brian met with music publishers in Nashville in the mid-1990s, but he put his career on hold to take over the family farm when his father was unable to. Aaron, Brian's eldest son, was in a college band and also writing songs. Clara followed suit, and the family relocated to Tennessee in 2003. The trio wrote their first song in 2007.