Frontman Adam Duritz
in an interview on Ryan's Smashing Life
told the story of how he came to write this: "I started writing it a few years ago sometime during the latter end of the long touring period that followed Hard Candy
(2002-2005), probably around mid-2005. It fascinated me that I'd written four entire albums worth of reasons why any sane woman should stay as far away from me as possible and that THAT was somehow still 'romantic.' I wanted to write a song about leaving someone that alternated between honest sad feelings about the loss and brutally honest admissions about the damage done. However honest my regrets have been and however much I 'did the right thing.' I don't cheat. There's still no changing the fact that people I cared about were hurt very deeply. So I wanted to write lyrics that drew you in with the honest beauty of the reminiscence and then punched you in the face with the truth about my own culpability. So in the first verse: 'You watch the sky/It's a pale parade of passing clouds/That cover the bed upon which we laid in the dark/And the memories that I made of a laughing girl/But you're just my toy and I can't stop playing with you baby.Or in the last verse: 'I watch all of the same parades/As they pass on the days that you wish you'd stayed/But all this pain gets me high/And I get off and you know why.' It pulls you in and then punches you and both sides are just statements of honesty. They're contradictory but they're still true. And that's why the 'Can' in the chorus has a 't' on the end of it. You'd almost always expect the line to be 'You Can Count On Me' but it's not. No one ever says 'You Can't Count On Me' because it's not a very nice thing to say about yourself. It's also not as 'hit single'-y in people's minds. I know this because people actually suggested removing the 't'. I know some of them were joking but not all of them."