Kevin Cronin's girlfriends have provided inspiration for several REO hits - he says this one is based on an amalgamation of these relationships, but the song has a deeper meaning.
"Really, what the song is about was about my inability to have the courage to express myself," he said in a Songfacts interview
. "I was brought up in an Irish-Catholic family, and you were taught to always keep a bright face, always act like everything was OK, even if maybe everything on the inside wasn't so OK. So that's something I've struggled with, and over the years have gotten better at.
At that time, the only way I knew to express those feelings was to write songs about them. I've learned over the years that it works better to talk to people! You can actually become closer to other human beings when you are vulnerable and express yourself and are free to tell the truth and to be honest and to be up front with your feelings. It does work. Back in those days, the best that I could do was write a song about it."