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Shaun Morgan's late brother Eugene committed suicide in 2007 by jumping from the window of the Radisson Hotel in Rapid City, South Dakota. Since then, the loss of the Seether frontman's brother often seeps through into his songwriting, especially when he writes music on the emotional end of the spectrum. This song, for instance, deals with the whole concept of loss. Morgan explained to Artist Direct: "When I began writing it, it was really simple, but I liked what it was inspiring in me as far as emotion and lyrics. I ran with that." "When we got in the studio with (producer) Brendan O'Brien, it became more interesting. He added some parts and made it prettier."