This piano-driven ballad is one of three tracks on Dream Theater's Distance Over Time album with lyrics by lead singer James LaBrie. The song takes place in a coffee shop where a guy is captivated by a girl:
Some kind of magic, cast her spell on me Air of confidence, I can barely breathe
But later he discovers there is a sadness behind her veneer:
Love is far away, she chases it each day
"I wanted to write a song about how people are affected when they lose a loved one," LaBrie said in a Songfacts interview. "This guy notices an absolutely beautiful girl, and at first he thinks she has it all going for her: she's beautiful, well-dressed, seems to be financially stable. But as he sees her from day to day, sitting at her table, he realizes there is a sadness to her. So, the lyric is about him trying to communicate to her to rediscover love, because he sees that something is seriously missing in her life due to a loss."
The Distance Over Time album was a very communal project for Dream Theater. They spent four months recording it in Monticello, New York, where they lived and worked. The five-acre property has a recording studio and also a country house where they stayed - a much more organic environment than a hotel. The result was a lot of collaboration and a great bonding experience for the band.
The song came about almost by accident – Dream Theater hadn't set out to write a ballad for Distance Over Time. Guitarist John Petrucci recalled to Metal Wani that he was casually playing his baritone guitar in the studio when keyboardist Jordan Rudess started playing along with him and they improvised a song on the spot. He said: "It was written in the time it took for us to play it. It was really off-the-cuff."