When Sara Bareilles moved from Los Angeles to New York she fell in love with the city but was forced to relinquish her boyfriend. She laments on this piano ballad:
"You can have Manhattan 'Cause I can't have you,"
Bareilles describes this conflict between two worlds and the ensuing ending of her long-distance relationship by comparing the sandy beaches of LA with the bustle and buildings of Manhattan. She told VH1: "When I played this song for the folks at the label, they said 'We gotta get this in a Woody Allen film!'"