Swae told Zane Lowe about how this song came together:

We was on tour with The Weeknd. The “Legends of the Fall” tour. It’s coming towards the end of the tour and we wanted to get a song in… We ended up stopping in Atlanta and fuckin' with Mike Will in the studio. Cooked up that “Bedtime Stories” organic. From scratch… Pure collaboration, pure vibes.

In the song, Rae Sremmurd and The Weeknd talk about a conflicting relationship with a girl. They feel a mutual attraction, but are afraid of falling in love and the vulnerability that comes with it.