PWT's singer and main songwriter Tom Higgenson discussed this song with Alternative Press magazine: "I am a very nostalgic guy, and I tend to romanticize my memories a lot. Needless to say, past lovers are always popping in and out of my head. I can't help but think about them and wonder where they are, who they're dating and what they're doing in life. It's a bittersweet feeling because it's nice to remember these people, but it's sad to think you may never see them again. So for a while, I let them dance in my head and enjoy the memory."