Guitarist Josh Cain explained to Alternative Press how this song came together: "In November 2008, we had come up with a very slow, pretty idea while jamming in Flower Studios in Minneapolis. A few days later, we wrote this very dark, rocking part but had no idea where to go with it for a verse and chorus. We decided to take that slow, pretty idea and speed it up and see if the two ideas fit together. The parts worked well together, making it easy to write the chorus and bridge. We were a little bummed because we loved the slow, pretty idea so much and didn't want to throw that idea away. We tried it as an intro, and went back and forth about it without ever making a clear decision until we started pre-production with Mark, who said he liked it as the intro. Justin wrote some intense, sad and yet uplifting words - some of my favorite on the album - pulling this angry, dark rock song together."