Blink-182 were wrapping up the recording of Nine
and thought they'd go into the studio one more time to see if anything happens. Hoppus recalled to Genius
"We got in the studio, we started talking. We were talking about negative thoughts, the thoughts that creep into your head when you're awake late at night and that sometimes you have to push through that and make yourself get to a better place. And that's what this song is about."