I was visiting family in Jamaica the summer of 2007, hanging with my cousin Wynter Fresco Esco. Anyway we were at ATI in Negril and i was sitting outside of our hotel room, with a crowd of people who I didn't know. One of the guys there had just gotten into an accident on a scooter, scraped his face a little. He was pouting like his hamster just died, he was supposedly a male model, all of these girls fanning on him but he was inconsolable! Completely miserable and I wasn't saying anything, I was thinking yeah i guess it is this kid's career but do we ever sometimes place our emotional well-being on the most unimportant things. So i wrote about Mr. F-L-Y and I wanted this song to evoke real emotion, and if not inspire empathy then at least make it apparent that he is losing something in which he had truly invested himself, and with losing it he did not know how to approach himself anymore. I think the beat sounds like a Michael Jackson song. Keondra can be heard laughing on the track, a genuine reaction to my attempts at fake-laughing in the chorus.