Songfacts®:

• Vocalist Tom Higgenson (from Alternative Press magazine): "Mike [Retondo, bass] had this instrumental piece of guitar music floating around for years. I always loved it, but didn't really know what to do with it. Every time he would play it backstage, we would all say, 'Damn, we have to turn that into a song.' I made him do a quick recording of it for me so I could try to write some lyrics and a [vocal] melody. I couldn't come up with anything, so it was kind of forgotten for a while. Luckily, it popped into my head while I was sitting on a plane, waiting for take off. I just started hearing this haunting melody in my head and jotted down some lyrics about being on the plane. This song has a very nightmarish quality because so many people are scared of flying. I think this is one of the most important songs for the feel and flow of this album."