Songfacts®:

• On this song Carey sings about being stuck in a relationship with someone she feels she still doesn't know, despite being with him for many years.
• This song was co-written and produced by longtime collaborator Big Jim Wright, who helmed several tracks on the album. Carey told MTV News: "I worked with Big Jim Wright, who works with Sounds of Blackness a lot, and so there's live-feeling songs on the album. A lot of my fans, since I've been twittering, a lot of the fans are like, 'We want some live-sounding stuff,' so you have to find that middle ground."
• In a 2009 interview with Paper magazine, Carey described this as a sad song about a crisis of faith. "Something happened to me when I was 12. A couple things that were not so great," she explained. "One day I want to write a book about it." Carey did write a memoir in 2020 called The Meaning Of Mariah Carey. Although she didn't reveal the specific influence behind the song, she did recall a traumatic memory from when she was 12 years old and her older sister drugged her at a stranger's house.
• For Memoirs Of An Imperfect Angel, her 12th studio album, Carey wanted to share all aspects of her personality with her fans, from the outspoken humor on "Up Out My Face" to the quiet introspection on this track. "Each song has its own mood," she told Elle. "Some flow seamlessly into each other, and that was the purpose, and others are very different. The album has a sense of humor, [you can hear me laughing out loud at certain points], but it also has deep and introspective moments."