Songfacts®:

• American singer-songwriter Rachael Yamagata closes her third album, Chesapeake, with this track, which describes listening to a song that really moved her. She told Magnet magazine why she decided to close the record with this cut: "It was an obvious last song for the album, so different from the others because of the string section. When I sequenced the record, I was thinking, 'Where am I as an artist? What is the album saying? What is the message of the album?' I wanted to convey the heartache of a failed relationship, and this song has a sadness and a maturity and some consciousness and guts. I waited until the last minute trying to decide where to put it (on the album). I played with an order that brought it closer to the front. It's always been successful live, so I finally made a conscious choice to put it at the end and hope people listen to the whole record. I think of my stuff as albums. People say the world is changing and track-by-track is the way to go, but I envision a full-record experience. The album is a section of your life that's a full emotional experience, so why not present all of the flavors?"
• Yamagata co-wrote this with American singer-songwriter Mike Viola, who is best known as the leader of the Candy Butchers, a pop-rock band from New York City that recorded three critically acclaimed albums for Sony in 1990s.
• Yamagata explained the song's meaning to Artist Direct: "I really loved that idea of the ironic sorrow of knowing yourself and getting through your own psychological challenges or hang-ups internally that may have had a lot to do with the destruction of a relationship. You're bringing something to the table that's influencing a relationship in a negative way, but it's more your own. The song is about getting to a place where you've finally got it sorted out and you're so excited. You're sorrowful though because it's too late and it had the effect on the relationship. On the one hand, you feel positive because you've sorted through your own stuff. On the other hand, who cares? None of it is worth anything because you've lost the one person you feel for so deeply. I've been through that. I've also watched that on the other side in a relationship thinking, 'God, if you could just sort this stuff out, we'd be so good.' I thought that was an interesting idea."