Vices & Virtues marked the album debut of Panic!'s two-man line-up - singer/multi-instrumentalist Brendon Urie and drummer Spencer Smith - after the exit of singer Ryan Ross and bassist Jon Walker. This song is about the departure of the remaining duo's former bandmates. "It was about a guy and a girl, a kind of a story, but the more we looked at the lyrics, we felt that it really tied into the experience of Ryan and Jon leaving, and it was weird," Urie told MTV News. "We were like, 'Oh, that's kind of weird, going from the idea of a girl, and then thinking about the intimate relationship we had with the four of us, and what that ended up being with Spencer and I.' [But] that dictated the rest of the song. We were able to finish it with that in mind."