[1] The song was written by series music producer Adam Anders with his wife Nikki Hassman, and writing partner Peer Åström.

[8] Brian Voerding of AOL Radio Blog said the song was "a lonesome piano ballad backed by rich orchestration, best filed under 'classic diva tune.

'"[9] Voerding also said that Michele's "clean voice bites under and glides above timeless lyrics of self-doubt over love recently lost.

"[9] Lyrically the song is based upon the storyline of Michele's character, Rachel Berry, which involves her watching her ex, Finn Hudson (Cory Monteith), leave her and get back with his ex-girlfriend Quinn Fabray (Dianna Agron).

According to Aly Semigran of MTV News the song's opening moments are similar to "Everytime" by Britney Spears, and features "fluttering piano and breathy vocals" that come "into its own as it builds.

"[10] Reviewing the track for AOL Radio Blog, Voerding wrote "Michele's voice is among the cast's most versatile, striding confidently through growls and whispers, proclamations and wavering cries.

"[9] Kirsten Coachman of the Seattle Post-Intelligencer called Michele's voice on the song "phenomenal," and commented "I love how her vocals are reined in, and then build up to that wonderful glory note.

"[7] Jarret Wieselman of The New York Post said "Lea Michele's voice was on point throughout this soaring ballad, but without that secret ingredient, lyrics like "my best intentions keep making a mess of things" are best left to Rachel's diary.

"[12] Although she called it "boring" and said it was like every other reflection-ballad performed by Michele, Erica Futterman of Rolling Stone said that the song would fit in on Top 40 radio.