The Great Big World pair of Ian Axel and Chad Vaccarino wrote this song when they lived in a one bedroom apartment in Queens, New York. They recalled to The Huffington Post: "Chad was living in the kitchen, and our apartment became infested with bedbugs. For five months, Ian was sleeping on the couch (in the kitchen) and Chad was on an air mattress. It was one of the lowest points in both our lives, and we had just gotten through the 'Say Something' relationships! Thus, we felt it was appropriate for this song to follow that one."
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