Megadeth frontman Dave Mustaine wrote this song with the band's guitarist, Marty Friedman. The lyrics are about not being able to trust someone you love; possibly due to an infidelity or a suspected infidelity between a couple causes great pain for each member of the relationship. It makes some commentary on the hopelessness of relationships when you can't trust your partner: "Why does trust have to equal pain?"
According to Mustaine, a real relationship inspired this song. "I could tell you a lot about it, but no matter how I justify it, it's not going to come across as painful as it was," he said when the song was released. "Many times, I've had beautiful relationships destroyed by being led astray. I'm not going to say I am perfect or without blame, but I think singing about it is maybe a healing process going back into my life."
The bridge slows it down with a string section provided by the Nashville Symphony Orchestra before the heavy guitars come back in.
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