Vocalist Chad Gray told Artist Direct the story behind this somber acoustic dirge: "Greg (Tribbett, guitarist) actually wrote those lyrics. I changed some of the lyrics in the verses and in the chorus. I wrote the bridge, but that's actually a song he's had for a long time. We just decided to do it. I've always loved the song. I was like, 'We should do this song. It's a great song.' Finally, Greg was like, 'Yeah, let's do it.' He's that kind of dude - strong, silent. He speaks through the guitar. He wrote that song while we were recording Lost and Found. He lived on this little houseboat, and I remember him telling me he wrote the song on the roof of it. He played it for me and I loved it. It's really dark; it sounds like something that I would write. The melodies and lyrics reminded me of something that I would write. I feel like it was cohesive to what we were doing and that we should do it. It makes sense and fits on a Mudvayne record - as much as that song could fit on a Mudvayne record. It's acoustic guitar and vocals; it's the first time we've ever done it."