Vocalist Doug Robb told Artist Direct the story behind this song: "The guy's named Zach. He's a great friend of Dan Estrin's, since infancy. He's basically his cousin. He starts the story, and I think, 'God, that has happened to me so many f---ing times.' He's going out with this girl. The girl breaks up with him. He hangs out with her because she still wants to hang out. Watching him go through that was brutal. I just wanted to grab him and go, 'F---, dude! Leave!' When you're going through it, you're stuck waiting in limbo. That's lyrically where the song came from."