About a year before we recorded our full length Matty and I recorded an early version of what would become the song Hold Your Breath. The song entitled "I Could Watch the Sky Forever" had music that was completely different from Hold Your Breath; just guitar, piano, and vocals. It sounded like a Mae song. We felt it was too slow and just not an A Loss For Words song. It was never intended to be released.

Later when we were writing songs for The Kids Can't Lose, Mike had a chorus riff he had worked out on acoustic guitar. Most of our songs begin on acoustic. We jammed out the parts he had into a full band song. But we still were missing lyrics. The lyrics to "I Could Watch the Sky Forever" just seemed to fit really well with the music we had. Hold Your Breath came together from there.