Caillat told Artistdirect.com about this song: "A lot of people didn't want that one on the record because it's sad and very melancholy. I wanted that song on there because I think it's important. Yes, we have these fun, happy up-tempo songs, but I think every artist should have a song that you can cry to. I wrote that song about a family friend of mine who was going through two years of terrible things happening to her. Her two dogs died of cancer. Her parents both died in the two-year span, and her husband left her. She was going through the worst thing that anyone can go through in life. I put myself in her shoes and I wrote about it. I wrote about what was happening to her, and how she was "Breaking at the cracks, everything was going black and it's like a million heart attacks." On the next part of the song, I wanted to show that you can get through it—it's not the end of the world. There are ways you can get past these really difficult times in life."