The song is a solemn, spiraling track accentuated by some string backing. It was produced by Arnold's 3 Doors Down bandmate Greg Upchurch. "The song was recorded at Rivergate Studio in Hendersonville, Tennessee," says Arnold. "The song was produced by Greg Upchurch, who is also the drummer for 3DD. Greg wrote the music to the song as well. He'd written a guitar riff and sent it to me a few months ago. I listened to it and liked the idea. It had the darker feel to it. I get licks in my head and eventually melodies and ideas start to form. In thinking about events of the days over the next few weeks, these are the lyrics that grew."
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