It was written primarily in 2004 after the release of The Get Up Kids album Guilt Show while that band was on its world tour. Several songs, chiefly "Wears so Thin" and "Watch the World Cave In" were written about the tensions in the band at the time that led to the group's eventual breakup.
The song was mainly composed in 2004 following The Get Up Kids' album Guilt Show during their global tour. Several tracks, such as "Wears so Thin" and "Watch the World Cave In," were inspired by conflicts within the band that eventually caused its dissolution.