Having written this song about some of his personal experiences, Panic! At The Disco frontman Brendon Urie was nervous about showing it to anybody. It lived for months on his laptop before he found the courage to share it with his bandmates.
The song contains some of Urie's favorite lyrics on Too Weird To Live, Too Rare To Die!. He told American Songwriter magazine: "I like 'assembling philosophies from pieces of broken memories,' which I though was kind of a cool idea, where you only remember so much of your past, and then you build up who you are from those memories that you've created for yourself — but how true are they from what really happened and I just thought it was an interesting idea."
Brendon Urie said during a Reddit Q&A that "If you love me, let me go" from this song is his favorite line from Too Weird to Live, Too Rare to Die! He added: "I started to cry when I was demoing the vocals. That was an incredibly honest moment for me."
The song was inspired by Urie's close friend and Panic! drummer Spencer Smith, who had been struggling with addiction. The singer told Billboard magazine: "I was really on edge and anxious about where the future of the band was going, the future of our friendship in general. With him and his health I was really scared of what was going to happen. When I wrote that song I was mad - mad at myself and mad at him. Like, 'Why can't I do something to fix this? What is wrong with me? What's wrong with you?'"
This started off as a melody Brendon Urie and his wife sang to their dog. Urie explained to Billboard magazine: "Before I had anything written to it yet, it was about little pet names for my dog. And I was like, 'I actually like this melody, it's been stuck in my head for a week, so I might as well try to make it a real idea.'"