Songfacts®:

• In this moody alt-rock number, Sugar Ray frontman Mark McGrath sings about a lonely girl who deals with her problems by isolating herself and falling apart in private.
  
  "'Falls Apart' is really a high school experience," McGrath explained on MTV's Making The Video . "High school wasn't the best for everybody, so this follows the life of a girl in high school and the ups and downs of what you can go through."
  
  The girl, however, is actually McGrath. He continued, "I think it's more about me, but I'm scared to talk about myself so I put it in the third-person [about a] girl."
• Anyone who thinks they've figured out the lyrics to the bridge is wrong - because there aren't any. McGrath had a general idea of what he wanted to sing, so he recorded a rough sketch vocal that was supposed to be replaced with legitimate lyrics, but he couldn't come up with anything better than the stream-of-conscious jumble he already had.
  
  "No one's ever got it right 'cause there are no lyrics to it," he told Entertainment Weekly. "It's literally me mumbling a melody that I didn't want to forget."
• This is the second single from the band's 14:59 album, following the hit "Every Morning."
• Sugar Ray started out as an irreverent funk-metal band - or, as McGrath puts it, "We were the Chili Peppers with zero talent" - but transitioned to mainstream rock after the reggae-influenced pop-rock single "Fly" made them famous in 1997. Unlike other bands who were branded as sell-outs for going mainstream, Sugar Ray weren't worried that the sonic shift would ruin their credibility with the alternative community.
  
  "We never had any credibility," bassist Murphy Karges told the Los Angeles Times in 1999. "Nobody ever gave us any, so how could we lose any?"
• This was used on the TV series Charmed in the 1999 episode "They're Everywhere."
• Directed by Dave Meyers (Missy Elliott, Pink), the music video was largely shot at Le Privé, a Korean nightclub in Los Angeles. Sugar Ray simply wanted to do a performance video where they could have fun on stage, but they didn't want to look like a boy band. Meyers took note and opted for darker cinematography instead of the brightly colored landscape of the group's earlier videos.
  
  "What I really wanted to bring to the video is a more serious image of Sugar Ray," he told MTV's Making The Video.
  
  In between shots of them performing, the guys are shown living it up at the club, with McGrath checking out a beautiful passerby, drummer Stan Frazier pouring a bottle of wine on a girl's head, bassist Murphy Karges painting a dragon on a woman's back, and DJ Homicide hanging with fans at a crowded table. Meanwhile, guitarist Rodney Sheppard smooches his real-life wife, Gretchen, and hangs out with his real-life bulldog, Austin.
  
  The band also headed to downtown Los Angeles to shoot scenes of them performing in and around a fountain.