The origins of this cut lay in an old song written by vocalist Patrick Stump. Bassist Pete Wentz then added lyrics about lost love and getting hurt. He told Kerrang! Magazine: "Having time away from the band, this was one of maybe two songs where I decided to write about what was going on in my life. But more in a 'what if'?' way. I couldn't have written this after Folie a Deux."
Patrick Stump told Kerrang!: "The sound of the guitars are interesting. There are a lot of things on there you might think are synthesisers that aren't. They're actually guitars, inverted in a way."