The lyrics on Blue October's seventh studio album, Sway, were penned by frontman Justin Furstenfeld in an upbeat frame of mind after conquering a crippling alcohol addiction. This song is about the main thing he learned once he got sober. Furstenfeld explained to Artist Direct: "The reason I did use and drink was because of fear. The reason I kept myself from being happy is I was scared of the outcome. In the last year and a half, I learned there's no ROOM for 'Fear.' When I hear that song, it wraps up the last seventeen years of my life. I found what I've been looking for.