This song was produced by ChadBeatz and features Canadian singer-songwriter Colin Munroe and blink-182 drummer Travis Barker. McCoy told Alternative Press about the track: "When I heard the beat at first, I was like, 'This song has an eerie vibe, but a sense of hope with the horns.' What's funny is whenever I get off tour and get to Miami, my allergies are completely out of control. I can't breathe and everything is itchy. Unfortunately, I had to go directly into the studio [when I got home to record] and I was like, 'There is no way I can record tonight.' But I decided, 'F--k it, I'm just going to give it a try.' I went into the studio and I hadn't written any lyrics yet, so I put the beat on loop for about half an hour and just started mouthing words and freestyling. I went in to record the first verse without writing anything down and it just came out. My allergies were so crazy - it added to the emotional vibe of the song. At the end, when the music drops out and I'm still rapping, that's where I think it really grabs the listener. You can definitely feel the pain and emotion in the song. It still gives me chills. I think it's the perfect end song for this album because the next Gym Class Heroes album picks up where Lazarus, ends. The next Gym Class record is really personal and introspective."