Songfacts®:

• Vonda Shepard lends an ear to a troubled friend on this track, which was inspired by a composite of real people in her life.
  
  "One verse is about a very old friend, the other about a newer friend," she explained in a Songfacts track by track. "It's about a person who constantly vents about their problems, and how it becomes wearing. The issues are real, and she tries to fake happiness, but the truth all comes out in ways that are not always pleasant."
• This is featured on Shepard's ninth studio album, which she created with her husband, producer Mitchell Froom, during the height of the COVID-19 pandemic. She recalled how the track came together:
  
  "This was one of the quickest songs I wrote on the album (three months). We recorded it with the drums from the beginning, but edited them out, so the song starts with just piano, making it build nicely. And again, we relied heavily on background vocals in the B-sections and the choruses, which is a huge part of my sound on my last few albums. The production also features my incredible band of many years."