Guitarist John Petrucci
said this was written after the band had created a bundle of "super energetic and upbeat, tempo-wise" tunes. Drummer Mike Mangini suggested they do something more mid-tempo, and they came up with this more laid-back track.
Petrucci added that the hook, riff, and melody came easily. He equated it to Dream Theater's 1992 breakout single "Pull Me Under
," where, "We'd just start playing, something would come out, and we'd be, like, 'Whoa, that's cool.' There's a serendipitous moment where it happens."