Sullivan told The Sun January 2, 2009 that this song, "is about my fears." She added that its her favorite song on the album because of its "honest lyrics."
This samples "Beat Box" by the Art of Noise, which was a #1 on the American dance chart for the British synth group in 1984. The song also contains elements from Stevie Wonder's 1967 hit, "I Was Made To Love Her."
"Bittersweet Symphony" by The Verve samples an obscure orchestral arrangement of the 1965 Rolling Stones song "The Last Time." The Verve had to sign away most of the royalties before they could release the song.