I went through so many different incarnations of this song but the concept always remained the same. You can love someone so deeply but be torn between the life you once knew and the life you currently share. "Breathe Out" represents the moment of pause we all so often need to contemplate our next move.

The first verse begins, "the city eats me up and takes all I can give and asks for more", a direct reference to New York City, one of my favorite places in the entire world. From the lights on Broadway to that great little sushi joint in the east village, NYC has so much to offer. At the same time it can be a brutal place where you always have to be at your best. So many people can't handle that type of pressure, but for me, it keeps me at the top of my game. I spent many years in NYC and even though I live in LA now, that state of mind has stuck with me.

There is a duality to this song as not only is it the city's pressure building inside but also the relationship between these two people. They both truly love each other but can't seem to live with or without the other. Passion and desire one moment and their worst tendencies excited the next.

I think I always pictured this song as one of the people driving home from work thinking about everything that has transpired, angry yet completely in love, and trying to reconcile themselves as to what they were going to do next.

The song's ending that says "breathe in, breathe in, breathe out" is he/she getting closer to home where they will once again be entangled with the other person, being forced to deal with the situation head on. "Breathe out", the words that close the song, is that last ditch effort to stay calm despite the anxiety and tension that can tighten your lungs and quicken your pulse.

The evolution of "Breathe Out" was really interesting, at least to me. Although I had a few different versions of the concept, it was the very last song that was completed for this album, yet it is the beginning of the story and ended up as track #1. Funny how things work themselves out.