Like many of the songs on The All-American Rejects first album, the lyrics were inspired by lead singer Tyson Ritter's ex-girlfriend. This one is about breaking up, but unlike most of the others on the album, he feels regret and emptiness after the split. In the bridge he makes it clear that he still loves this girl, and that he feels lost and disoriented without her - a similar sentiment to "Swing, Swing." Not long after the album was released, Ritter found himself in a committed relationship with a model named Kim Smith, and he dated her for six years. This relationship provided inspiration for some of the songs on their 2012 album Kids In The Street.
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