Songfacts®:

• Kelly Clarkson had some high-profile songwriters working on her Stronger album. This song was written by a trio of Nashville writers: Robert Marvin, Tom Shapiro and Catt Gravitt. The song finds Clarkson pleading for brutal honestly, as she's rather hear the truth from her lover than empty appeasement.
  
  In our interview with Catt Gravitt, she explained: "I wrote that for a friend that was in such deep pain. That was from an observer's standpoint, that I just needed to get that lyric out of me, not thinking that anyone would be interested in it."
• There is a fair amount of pain and self-doubt in this song, which is something common to many singers who have gone through the American Idol experience. The song's co-writer Catt Gravitt was surprised that Clarkson had such a connection to this sentiment. Gravitt says Clarkson told her, "I am that lyric."
• Along with "Dark Side" and "What Doesn't Kill You (Stronger)," this was one of three tracks on the album produced by Greg Kurstin, who was also done production work for Sia and Pink.
• Adam Lambert heard this song's demo when he was working on his Trespassing album and considered recording it. The song went to Clarkson, but after hearing it he enlisted the song's writers to work with him on some other songs, resulting in his tracks "Underneath" and "Runnin'."