Songfacts®:

• Los Angeles native Holly Conlan is a piano-based singer-songwriter who has had the privilege of sharing the stage with a number of notable performers including Sara Bareilles, Colbie Caillat and Katy Perry. This song was featured as her opening number during her 2010 tour with friend and admirer Bareilles.
• Conlan explained the song's musical content in an interview with AntiMusic: "In terms of the aural aspect of the song, it was one of those times that as soon as I'd finished writing the song, I pretty much knew what it needed in terms of instrumentation - and it's not much. Piano, acoustic guitar, strings, and vocals. I think the strings really seal the deal, if you know what I mean. The piano and the guitar are constant and slightly static, but the strings highlight the depth of the matter."
• Conlan discussed the song's meaning with AntiMusic: "The first couple of verses are sort of exploring parts of my insecurity, the parts of me I keep hidden when someone comes about that I hope might stick around. Cards close to my chest, a bit of cringing at the idea they might find out who I really am - what's really underneath, or what's not there at all. All the things I present myself as might not look the way I want them to look. It's also an insecurity, or a wonder I think I'll always have, that as you go through life, how do you know whether you're leaving part of yourself behind all the time or gaining bits of self as you go? Are you growing or just getting dented up along the way? Maybe both, but I'll always wonder.
  
  The choruses ('the ugly parts…') are those exact insecurities or fears coming into light. All the things and the parts of your character that you keep quiet because you're not sure they'll be acceptable to someone else. Rhey come when you least expect them - "breaking in," they'll come and grab you and remind you that you are exactly the person you fear you are.
  
  The bridge ('the clouds') is a bit of pleading. I know I'm no prize. I know I'm no sunshine. But if you'll take me this way, I'd love to stay.
  
  The last verse ('every heavy part of you…') is just looking across at that person thinking, 'why are you even here? You've got it all together and I'm an incredible mess.' I imagine all of us feel a similar thing in some way or another from time to time - Battling with our shortcomings and having to put our worst selves up against a relationship to see if it can hold the weight."