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The eight track for the album Distance Over Time is a slow ballad with lyrics by James LaBrie.

"I wanted to write a song about how people are affected when they lose a loved one. And in this case, it was the perspective of a guy that witnesses or notices a girl." said the singer James LaBrie in a interview for SongFacts.

"I used a coffee shop as the background. That's where a lot of people tend to go just to unwind, have a moment to reflect on what is going on in their lives. This guy notices an absolutely beautiful girl, and at first he thinks she has it all going for her: she's beautiful, well-dressed, seems to be financially stable. But as he sees her from day to day, sitting at her table, he realizes there is a sadness to her. So, the lyric is about him trying to communicate to her to rediscover love, because he sees that something is seriously missing in her life due to a loss."

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