This song about anxiety was one of the last songs that Neck Deep wrote for The Peace and the Panic. It came from an idea that producer Mike Green had and the band "Neck Deep-ified it." Frontman Ben Barlow recalled to Kerrang:

"That song was very stressful to write for me. I was really struggling with it because I had a lot of anxiety about my life and the record, and funnily enough the song ended up being about that."

The song was inspired by Neck Deep's time in Los Angeles recording The Peace And The Panic. Ben Barlow told HMV.com:

"It was both really awesome and soul-crushing at the same time. As a place, it's great, it's got everything you could ever want, the weather is fantastic, there's so much culture. It's got its downsides too and they're pretty heavy downsides. You meet some strange people, everybody's there trying to make it and you wouldn't believe the amount of conversations that start with someone asking you how many Instagram followers you have. That shallowness got to me after a while, I can see how it swallows people up."