This moody track was written by blink-182 bassist and vocalist Mark Hoppus and Fall Out Boy bassist Pete Wentz for the Tim Burton directed Disney movie Alice In Wonderland. It features on the soundtrack Almost Alice, a collection of songs inspired by the film. The song addresses Alice as Hoppus sings about a "world filled with the lies of people."
Wentz told MTV: "[It] sounds nothing like Blink or Fall Out Boy. Mark understands songwriting on a completely different level. It's awesome to have a chance to sit in a room with him and watch him work out a melody."