This song is about the first girl that lead singer Isaac Slade said he felt "100% about." When he writes songs, Slade says he mumbles along a melody until he figures out what the words are going to be, but for this particular song he couldn't figure out what to write down so instead he used the mumbled "Oh Oh" parts, and "Be My Baby" for the chorus.
The girl in this song was Slade's girlfriend at the time, Anna, who later became his wife.
When The Fray perform this song live, they sometimes insert a small interlude after the chorus where Isaac Slade, the pianist, sings the refrains from either "Wonderwall" by Oasis, "You Are So Beautiful" by Joe Cocker or "You're Beautiful" by James Blunt.
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