This song was originally written for Gwen Stefani. Vocalist Tyson Ritter admitted on the track-by-track interview on the Deluxe edition of the album that the band are glad that it got turned down, as now it's one of the best three songs on the record.
Guitarist Nick Wheeler told ACED Magazine the story of this song: "It was actually written a couple of years ago on the road between Japan and Australia, and we were actually writing it for somebody else that we weren't even going to use. We were kind of writing out of the box because we weren't doing it for the album so it kind of came out way different. It was built very thin and organic and is built around Chris playing several variations of a part and building it up on tape." Wheeler then went on to explain that this became a track on When The World Comes Down after producer Eric Valentine was given a demo of this song. Said Wheeler: "We had totally forgotten about it, but Jeff provided him with every song we had written that he had. It was called 'Alone Again' then, and had a different chorus. He was like, 'what is this song' and I said 'what! I totally forgot about that and you gave him that song.' We were never stoked on the chorus so Ty came up with this chorus which just kills. I kind of fought it a little bit because of the vibe we had when it first came together and when we were in the studio it was just in pieces and it seemed like this huge undertaking to make this song happen in the timeline we were given to finish this record. But then, we just had fun with it and it came together really naturally, and turned out really special, and we made it us."
The song's music video was directed by Rich Lee (Fergie's "Clumsy"). It featured Tyson Ritter playing the romantic lead in what he told Rolling Stone was, "the sexiest video of our lives." He added that it tells the story of a "love story that doesn't end bad, it just does."