Even successful musicians can turn into whining complainers, which lead singer Jim James takes on in this track. The song is about people who are constantly pointing out what is wrong, but don't take action to change it. James was inspired by a lunch with friends when this was happening and he got fed up with it.
James wrote this song with Dan Wilson, a prolific songwriter whose band Semisonic had a hit with "Closing Time."
This song fits the theme of the album, which is dealing with the constant challenges in life. Jim James wrote a lot of it while he was recovering from back surgery and in pain. He says the album title The Waterfall is a metaphor for "how life is constantly beating you down, and you really have to take time to stop it and get through."