This soulful acoustic number is a heartfelt song about love. Frontwoman and lyricist Hayley Williams told Kerrang! May 9, 2009, that it's "the first time I've been able to write a song about that." She added: "Josh (Farro - guitar) brought me the music and I thought it was so beautiful. I don't know where my head was at when I heard it, but it really hit me. Josh and I wanted to write a two-minute interlude, just guitar and vocals. It's such a departure from our other songs. When I wrote the lyrics and sang them to the band, we decided to make it into a full song. I've never written lyrics like this before. The first verse is about where I think the fear to be open or vulnerable started. Ever since the first story in Kerrang!, everyone has known about my family issues and domestic whatever, it's something that's kinda stayed with me and I've learned from. I played this song to my mom and there were tears. It was kind of embarrassing."
Hayley Williams told Alternative Press about this song: "Before I get started on this one, let me just point out the fact that the acronym for this song is 'TOE.' All right. Josh and I wanted something short and sweet that would break up the record. He sent me some music and I was immediately inspired. After showing the guys, everyone loved it so much that they told us we had to finish it. So we did. This is the first love song I've ever written. And even if I've tried in the past, this is the first one that I'm really proud of. I like that I was able to express the fact that I have always been really afraid of love - and I still am at times - but the excitement and the hope that it exists is still very evident in the lyrics. So it's not like I'm a total cynic! Love is a good thing, kids."
The song's music video was directed by photographer Brandon Chesbro. This was his first foray into music-video direction, though he had worked closely with the band before, having shot the documentary 40 Days of Riot!, which appeared on the group's The Final Riot! DVD, and also filmed a chronicle of the making of the group's latest effort, Brand New Eyes. Chesbro told MTV News that he is most proud of the overhead shot of Williams laying down on a giant pile of Valentine's Day cards that were solicited by the band and sent in by fans. "In two days we got 500 cards," he said. "The band has crazy fans. All those cards are so detailed - these kids spent serious time on these cards. That's my favorite shot of the whole video. It was the first thing we shot and I thought that if something falls apart and we only have that one shot, that could be the video all by itself and it'd be perfect."
The man playing Hayley's dad in the video is her actual father and the guy who shares the couch with Williams at the beginning of the clip is a friend of Chesbro.
Florida-based band called Tenspoke Indies claimed in an October 2010 lawsuit that there is "substantial" similarity between their song "Starlighter" and this track. The accusers alleged that they sent a copy of their demo containing "Starlighter" to Paramore's record label Fueled By Ramen in 2006 and Paramore subsequently borrowed parts of their tune for "The Only Exception," "including but not limited to, similarities in the introductions, arrangements, the chord progression, the key, the melody, the lyrical theme, the rhythm and tempo of both songs."