Credits Paul Travis - bass; Ben Phillips - guitar, vox; recording/engineering - John Parham

Lyrics
Well here we are with the past on our minds
We never could quite leave it all behind
You and me, out here all alone
And memories take their toll

I've got so many things to tell you
That my insides are crying out to say
They're burning in me and I give them to you
And you nod and you grimace at intervals, yes

But what you do not understand
Is that you cannot understand
And all your well-intentioned sympathy
Isn't going to matter worth a damn
I think it's kind of you to listen to me
And it's sweet that you were there
But don't you say you understand me
Don't you tell me that you care
Don't you look at me and say you understand