Kevin Griffin wrote the song in late 1990 or early 1991, just after he had graduated from LSU and had formed Better Than Ezra.

It was a part of the band's set lists for several years before being released as a single in early 1995.

His simple four-chord pattern and strong modulation were inspired by Bob Dylan's mastery of the three-chord structure, as well as alt-rock pioneers R.E.M.

There's always the hurt feelings and everyone's guarded and it can be traumatic, but when the dust settles, it was about looking at the good things - no pun intended - that you got from that relationship.

He was in a happy relationship at the time, so the song wasn't personal experience, but he broke up shortly after.