Songfacts®:

• "There's a turning point in a relationship when you either need to move forward or walk away. And in that sense, the title of this song is very literal," says Vertical Horizon lead singer and songwriter Matt Scannell. "But the lyric in the chorus I just think is nice. It's 'you illuminate me, you're the color I see, you're all that shines above, through the dark and disrupt. All the doubt in your eyes' – this is where some of the gray comes in – 'all the doubt in your eyes, all the stars in mine, is it the distance you need, or is it just me?' I really like this lyric. 'I know you're awake, 'cause you shake when you cry. As long as I wait, I've got nothing but time.' And the chorus goes – and this is what I like – 'Take me in, or just take me out. Put me on if you must, or just put me down. 'Cause I'm done. I'm all worn out. We're either alive, or a lie. I'm done with the middle ground.' And I just feel like it says that thing well. And the second verse, the second pre-chorus is, 'Your touch is the water that gives and takes away, so I wait in the gutter for another rainy day.' And to me, it just is right, that feeling of I love you, and I'm putting myself in this s--tty situation, and I'm letting all the dregs and the crap run all over me at the hope of just one little bit."
• When asked if the situation in the song is still going on, Matt replies cryptically, "Well, do things ever entirely stop going on?" Regarding the women who have served as muses throughout history to songwriters who have written heartbreaking or negative songs about them, Matt says if you're a very sensitive type, you should probably cut a good swath of space between yourself and anyone who is likely to make your relationship an international hit song. Likewise, pretty much anyone who has a creative bent. "If you live with a filmmaker, he's gonna make films. You live with a painter, he's gonna paint paintings. And part of it is, there might be a beauty to it, but there's also a darkness; there's a beauty to it, but there's also some ugly stuff. And you gotta take your good with your bad, I guess.
  I've never been in a relationship with a songwriter. And I've never been aware of songs that were written about me. So I don't know. But there's another part of me that's just like, I don't care. Because I don't. This is how I deal with things. So this is what I do. Many times in my life I've had to deal with the fact that this is how I process those difficult emotions. In some of my relationships in my life, the woman that I was with would sort of say, 'Hey, look, can you not go out on the road? Can you not play guitar right now? I know you're saying you have to write a song, but we have to talk about something.' And there's a part of me that says, 'Well, yeah, I want to talk to you.' But there's another part of me that says, 'Well, this is who I am.' It's like another appendage. And I cannot deny that I have another arm. (laughs) And to suggest that I not do this right now would be like saying, 'Well, would you just cut off your arm?' Clearly the answer is no. And I don't think that's an exaggeration. I think that that's really the way it feels. And I can't stop it, nor do I choose to, or desire to. In fact, if anything, I want to encourage it and continue it. Because it means every bit as much to me today as it did when I started writing songs when I was 14 years old. It's just who I am." (Check out the full interview with Matt Scannell.)