This song is about a guy who broke up with his girlfriend and realizes that even though he feels like he can't live without her, he doesn't want her to use him. It was one of six songs (along with "Swing, Swing
") lead singer Tyson Ritter and guitarist Nick Wheeler
wrote in about a month after signing to Doghouse Records in 2002. Many of these songs were inspired by a difficult breakup Ritter went through. Soon after the album came out, the group got the rock star treatment from DreamWorks, who flew them to Los Angeles, wined and dined them, and signed them to a deal. DreamWorks picked up distribution of the album in January 2003.