This song started off with Nate Ruess in the shower singing, "It only gets much worse." He told Rolling Stone: "It took about two minutes to write the song, but I didn't have the lyrics yet. Knowing that we were just going to get an amazing string arrangement from Roger Manning, I knew that I wanted great lyrics."
"My friend Sloane Crosley is an author, and she happened to have been in town in Los Angeles," he continued. "So I was like, 'If I pay you to stay an extra day, will you sit with me and help me write this song?' Probably my biggest thing is that I just have a tough time sitting down and really committing to writing lyrics. So, she sat there with me and we took an entire day and wrote the lyrics to that song."
"I'm really proud, because you know I think the first verse is seen through as a kid and the second verse is as an adult going through relationship problems," Ruess added. "It's not the most positive message. but I feel as though I've written some songs that have had a positive message, so I should be able to get away with one that's really, really pessimistic."