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Jason Wade, the singer songwriter guitarist from Lifehouse, said: "It's about my relationship with my girlfriend. There was a specific time when we felt the struggles of going through a relationship, of trying to communicate and going through all the things you go through to get to that point of real depth. I wrote the song during the most crucial time when we were either going to break up, or continue our relationship."

This was the second Lifehouse single. It didn't chart on the Hot 100, in part because their debut single "Hanging By a Moment" kept getting airplay, over-saturating the band.