Songfacts®:

• PTX baritone singer Scott Hoying paired up with bandmate Mitch Grassi and singer-songwriter Audra Mae to pen this ballad inspired by the birth of his nephew. The group's bass singer Avi Kaplan sings the lead.
  
  Hoying explained in a track-by-track commentary: "We wanted to write a lullaby and I am obsessed with the song 'Goodnight, My Angel' by Billy Joel and so we kind of based it off that, and we wanted to write a song like that. And we started just fleshing out lyrics and Mitch came up with this beautiful choral progression. And then, I remember there was a point in the session where we were looking for one more lyric, the last lyric of the song, and it was like: 'We all have our nightmares blank blank blank,' and we couldn't think of anything. And then Audra Mae goes: 'We all have our nightmares, even me, my dear.' And both of us go: 'Oh!' And we just start crying so hard…"
  
  "But yeah, that song is so special and when we wrote it we heard Avi's voice on it because Avi can capture emotion really well, especially in a ballad. And so, I remember we were talking about it and Avi goes: 'Didn't you write it? Wasn't it inspired by your nephew? Don't you want to sing it?' And I was like: 'No, I like hear your voice on it; I really want you to sing it.' And it's just such a great closer to the album."
• Kaplan on taking the lead: "When they asked me to sing it I was really honored, I was really touched by it, but I was also like: 'Oh man, I don't want to take this away from Scott; like what a beautiful moment.' But, when I sing about it, I was thinking about it to myself, I was like I want to be able to sing this to my kids someday, you know? It's honestly just such a beautiful song and I was just so honored to be able to sing it."