In this song, a man is falling in love with a girl who he has been friends with for a long time. When the band had difficulty coming up with songs for their Wheels Are Turnin' album, they took time off so each member could write alone. Kevin Cronin went to Molokai, Hawaii, and he played around with a song that he wrote 10 years earlier but never finished. When he stopped tinkering with his composition, it had become a song about a person's fear of change - even though he knows that he MUST change.