Written by Tim James and Steve McClintock, this heartbreak song finds Tiffany getting over a breakup, wondering how she will occupy her time now that they're no longer together.

Tiffany is best known for her #1 hits "I Think We're Alone Now" and "Could've Been," which were released on her 1987 debut album - she was just 16 when those songs topped the chart. Her next album was done with more urgency and issued in 1988. "All This Time" proved a substantial hit, and the album sold over a million copies. Her popularity was fading, however, and soon she was opening shows for the New Kids On The Block, who opened for her at the start.

Tiffany never returned to the heights she reached as a teenager, but she began writing her own songs and forged a solid career with this material. She also became a reality TV star and appeared in some very campy SyFy movies: Mega Piranha and Mega Python vs. Gatoroid.

In a Songfacts interview with Tiffany, she talked about recording this song. "I fell in love with that song. The melody was kind of haunting, just those kind of strings in the beginning, that kind of sound. It was haunting but yet uplifting at the same time. It was just different for me and I've always liked that kind of sound.

Going in and doing a vocal on that I wanted to use more of a scratchy voice. That's natural for my voice anyway, but I recorded that song at probably two in the morning, after a pizza. It made me good and scratchy and kind of lazy as a vocalist with that 'I just woke up' kind of sound. We really did think about the best way to approach the songs, and sometimes vocals on the first couple of records were done at two o'clock in the morning, just because studio things break down and they take time to track things, so I would end up falling asleep on a couch and they'd wake me up to do a vocal at one/two/three in the morning. "