In writing the song, Raine Maida began by thinking about a woman who lived alone in her apartment. The woman has little going on in her life, and the apartment is dingy, without much of a view. She has boxes from her childhood, and one day she takes out a pop-up book and opens it to a garden with pop-up flowers. Whenever she wants to cheer herself up, she opens the book. Maida puts only traces of the entire history in the lyrics.