In concerts, Chris Carrabba has said that this song was written during a relationship in which his girlfriend had somewhat of a criminal record. The beginning line, "Would it kill you to breathe easy? Only seventeen miles lay between you and me, I could make if it I had to" refers to a time when his girlfriend stole a car and then needed him to come pick her up after the police were after her, seventeen miles across town.
The video was garnered through a contest the band announced on MySpace (a big thing back then) where fans were asked to create a video and vote for the winner. The chosen entry was one-continuous-shot video directed by Dillon Magrann-Wells showing card tricks performed by Grant Carden. Words in the song's lyrics are revealed as the cards flip over.