The soft-rock ballad is one of the deeper and most emotional songs from the All-American Rejects. The song features orchestral elements and unique electronics which mirror the eerie feel of the tune. The song was co-written by band members Nick Wheeler and Tyson Ritter about difficult times in the past. Wheeler told Songfacts that the two writers moved outside their comfort zone for this track and pushed each other. Wheeler stated that the song is mostly about Ritter's personal life, although they both went through "big changes." "I think that's kind of just uprooting some feelings and it's kind of an apology to somebody in the past," added Wheeler. The emotion and personal undertones of the song definitely come through in Ritter's vocals, as his range is particular strong on this ballad. He sings: "Tell me how I'm supposed to breathe/losing you is choking me."
The self-discovery worked well for the band, as their album 'Kids in the Street' charted well and produced multiple successful singles, including 'Beekeeper's Daughter.' You can hear their latest single 'Heartbeat Slowing Down' right now on AOL Radio's New Pop First.