This was originally written for a project that my ex and I had conceived— the vibe I had been going for was a classic, old Hollywood/Great American Songbook tune, and some of that influence is still there in the chords and overall structure. The phrase “way back when” has always been a part of this, but most of the song’s lyrics were changed time and time again— the final chorus’ lyrics took several years to crack. In 2022, I nearly included it as the 8th track on PIVOT, but decided to let it marinate.