This song came out of a cabin and cross country bus trip that vocalist Tyson Ritter and guitarist Nick Wheeler
took. Tyson Ritter explained in publicity materials: "I wrote the chorus at Eric (producer Eric Valentine)'s studio but after several weeks of basic tracking, I had a meltdown and became totally claustrophobic; lost my touch. I was going soft on everything, like falling into this vortex, grabbing things on my way down. I was depressed and worse, afraid to just let go; certain doom to an artist. So Nick and me got in a bus and just headed east on Interstate 10 to wherever we felt like cruising. And 'Breakin'' came together along the way, just me and Nick in the back of the bus, figuring s--t out, chords, verses. The song is so different for us. It's different and weird."