This ballad about infidelity and remorse features the backing of the Detroit Symphony Orchestra's 16-piece string section. The piece was arranged by the late Motown legend David J. Van De Pitte whose credits include Marvin Gaye's What's Going On. Van de Pitte passed away on August 9th 2009, not long after this song was recorded.
Kem explained the song in an interview with SoulTracks: "Part of the concept behind the album was vulnerability, and I try to write the words that men don't know how to say that women definitely need to hear. I think 'Why.…' speaks to that. I know that there are a lot of brothers out there who feel the same way; those experiences aren't exclusive to me. We know when we're wrong and it's good to have music that you can put on when you don't have the words to help you express that sentiment."
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