Two years since she signed the deal, Lavigne came to the attention of the three-piece production team the Matrix. Arista could not find the right direction for Lavigne, so the team's manager, Sandy Roberton, suggested that they work together. According to member Lauren Christy, they had been listening to Lavigne's early songs and felt they contained "a Faith Hill kind of vibe". As soon as they saw Lavigne coming into their studio, the Matrix felt that her musical direction was incongruous to her image and attitude. After talking to Lavigne for an hour, the singer said she wanted songs with punk rock inclinations. They told her to come back the following day, and in the afternoon during that day, they wrote a song that evolved into "Complicated" and another song called "Falling Down". They played it to Lavigne when she came back the following day, inspiring her what path she should take.