This song is about the death of Lucinda's former manager Frank Carrali while she was away on tour. She told the website Elsewhere: "We were in Copenhagen when we heard of his death. The song is very literal. I'm, proud of that one, lyrically. It was snowing a little bit and we had the night off and found out about it. Tom (Overby) and I and our tour manager at the time walked down the street from the hotel and went to a bar and I ended up talking to these people all night, drinking and crying and trying to deal with the suddenness of it."