Fuel guitarist Carl Bell wrote this after he witnessed his girlfriend having a bad day. Bell told VH1 Storytellers they both had been struggling with meeting their life goals and it was taking a toll on their relationship. One afternoon, he saw her staring out the kitchen window, lost in thought. He knew there was something wrong but sensed he should leave her alone. She ended up driving off without saying a word. He recalled: "I remember looking out and watching her car drive from the apartment and I picked up my guitar, as I usually do to try to deal with situations like this, and this song basically fell in my lap."
This is the third single from Fuel's second studio album, Something Like Human. According to frontman Brett Scallions, the song was written before they got a record deal and was nearly included on their debut album, Sunburn, but they couldn't get it quite right.
Most of the album was written in a portable studio on the back of a bus during the band's grueling two-year world tour.
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