This touching ode to love lost is about Adam Young's (a.k.a. Owl City) high school girlfriend who moved away. In an interview with Buzzgrinder on August 20, 2009, Young explained: "I met the most charming girl imaginable when I was in high school and most of my 'cozy' songs are about her. She moved away to college for a few years and we kind of lost touch. She and I recently started talking to each other again and life has a way of reshaping sometimes. I'm absolutely crazy about her."
Young told The Sun February 12, 2010: "That song is probably the oldest on the album. I wrote it when I first started in 2007 and I kept on tweaking it. When I need a ballad for the album, I switched some words around and it fitted perfectly."
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