This song finds Caillat studying her own stardom in a brutally honest manner and admitting she, "climbed so high it gets hard to breathe." That's why I named the album 'All of You,'" Caillat told The San Francisco Examiner. "Because it's about giving all of yourself, and not being afraid of saying what you feel and who you are, and I knew it was important to say it straight-up."
Movie director Michel Gondry played live drums on the Late Registration track, "Diamonds From Sierra Leone." The Eternal Sunshine of The Spotless Mind filmmaker happened to be in the studio on a day when producer Jon Brion was setting up a drum kit