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This ballad was inspired by the loss of lead guitarist Monte Money's childhood buddy. Vocalist Craig Mabbitt told Purevolume: "It sounds like a vague love song, but it's about losing someone so special in your life. Even if you closed your eyes you could paint a perfect picture of them. In this case it was written for Monte's best friend growing up - D.J., may he rest in peace."
Escape The Fate wrote the song with Fall Out Boy's Patrick Stump. Mabbitt told Noisecreep: "I had some lyrics. The working title is called, 'Painting.' Monte named it. The lyrics were more about his personal relationship with his best friend that passed away. It was really great working with him, because he wasn't this guy who came in going, 'This is what I got, I'm the fu--ing man and I write nothing but hits and here you go, here it is.' He's very humble."