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Written by Bruno Mars, Philip Lawrence, Jeff Bhasker, and Rodney "Darkchild" Jerkins, and co-produced by Jerkins and Mars for Brandy's fifth studio album Human (2008).
Served as the second single from CD. Interluded by a telephone conversation between two lovers, the lyrics of the ballad
describe the protagonist's emotional state towards an ongoing long-distance relationship, which leaves her in depression.