This song is about Ryan Key, Yellowcard's lead singer, and his decision to leave his girlfriend. He knew it was the right thing to do, but struggled to understand it. "It was a weird breakup," he told MTV News. "It was one of those where I felt like I had to do it, even though she didn't do anything wrong. I just needed some space to figure life out for a while on my own. And I think that's what the song says."
Key said the song's riff was discovered by accident: "We were testing something else out and just tracked it right away. We then added a drum loop to it and just kept adding tracks. We built it track by track in the studio, and we've never really done that before."
The album version features a violin solo from Sean Mackin during the bridge. Because the song clocked in at over four minutes, it was pared down for radio airplay by nixing the solo.
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