Songfacts®:

• This mid-tempo electro pop ballad is a single from American R&B singer Kelly Rowland's self-titled third studio album. Ester Dean wrote the song with a synthesized production helmed by Dr. Luke.
• The lyrics echo real life situations that Rowland had been in, where she felt like she needed to leave. The singer said in a video interview that the first time she heard the song it made her think of all of the relationships where she had to wear rose colored glasses. Then when recording the song, with Dean in the studio, she began to cry as the thought of all the "toxic relationships" that she had been in.
• Rowland explained to Rap-Up.com: "The inspiration behind the song is just my real life. It's just so nice to express that emotion and get it all out there because everyone out there, I'm sure you guys can relate to the pain of feeling like a complete idiot when everybody's laughing at you when you're getting played by the person in your life at the time. And you just need to take off your rose colored glasses."
• The song's music video was filmed in late July 2010 using 3-D technology and was helmed by British fashion photographer John "Rankin" Wadell, whose previous credits include "Say It Right" by Nelly Furtado and "Acapella"by Kelis. Waddell explained: "The concept for the video is 3D, we've used turntables and circular trap so we can go around her and see from all angles."
• The video shows Rowland dealing with the pain of being in a relationship as it goes down the gutter. She said to Rap-Up.com during the filming of the clip: "This video has been one of the best video experiences I've ever had. I've shot a lot of videos, but this one is probably the most intriguing because of how it's shot, the lighting - everything is so detailed."