Avril Lavigne has said the song "is about being with someone you love, and you have to say goodbye, and all the little things you miss about them". The song may have been inspired by Lavigne's then-husband, Deryck Whibley, although in an interview in Northern Ireland with The Belfast Telegraph she did not confirm this.[3] According to her, she did not intend the song to be a love song, but she was writing a slow song and the process brought out "all that emotional stuff" in her. "It's not cheesy, because I wrote it", she said. "If I was older, a professional writer coming up with all that, that would be lame."[4]
Billboard magazine describes the song as "a power ballad with a piano and synth introduction".[5] Composer Rob Mathes orchestrated the song with genuine string section, although the brief opening note, before the piano came in, was on a synthesizer.