Songfacts®:

• As songwriters often are, founding Firefall member Larry Burnett is fascinated with words. He loves to take an everyday phrase and turn it into a story. He told Songfacts: "Sometimes there's just some words that sound really kind of cool, along with whatever music has occurred to me, too. And so this is a batch of words that roll off the tongue kind of cool. And consequently, the songs that are the products of that end up being kind of mysterious. And it's always fascinating to hear people who come up to me and say, 'I really caught that thing in the second verse that you meant when you said this.' And I'm thinking, 'Fascinating. You caught that, did you? Wow.' And," he adds with a laugh, "I'm clueless."
• Burnett wrote this song when he was about 18, and before Firefall was formed.
• In Larry Burnett's Songfacts interview, he said: "It's left up to the listener to kind of develop a meaning sometimes. And I'm always fascinated at what they end up with. But this one was just a series of words that all strung together kind of nice, and I had this music rolling under it, and obviously, I like the sound of it and the lyric. It's a woefully sad kind of song. I mean, there's a mood to it and everything that I guess I was feeling really bad about something, and all that sounded so good to me."