Songfacts®:

• This piano ballad finds a heartbroken Adam Levine scared that the relationship is ending. He sings of his personal anguish and regret for being such a jerk. "And I confess that I'm only holding on by a thin, thin thread, I'm so sad," Levine croons. The vocalist penned the song with James Valentine, which was just one of four credits on Overexposed for Levine's usual co-writer and lead guitarist.
• Valentine started composing the song on his piano at home, before introducing the melody to Levine. He recalled to Ultimate-Guitar.com: "I had woken up one morning and before I was even awake I was at my piano in my living room and I played this thing. It was kinda cool and like the chords to the verse and I just sang that melody. I sang that melody and there weren't any words; it was just kind of a melody. I recorded it on my phone and didn't even think about it. I went into the studio and Adam sort of had this concept for a song; he had a couple of the lines that would be the chorus."
• The song was covered by Amber Carrington on NBC's The Voice in 2013. Her version landed at #92 on the Hot 100 after she sung it in the semi-finals.