Avril Lavigne has said the song "is about being with someone you love, and you have to say goodbye, and all the little things you miss about them". The song may have been inspired by Lavigne's ex-husband, Deryck Whibley, although in an interview in Northern Ireland with The Belfast Telegraph she did not confirm this. According to her, she did not intend the song to be a love song, but she was writing a slow song and the process brought out "all that emotional stuff" in her. "It's not cheesy, because I wrote it", she said. "If I was older, a professional writer coming up with all that, that would be lame."
Billboard magazine describes the song as "a power ballad with a piano and synth introduction". Composer Rob Mathes orchestrated the song with genuine string section, although the brief opening note, before the piano came in, was on a synthesizer.

When you walk away I count the steps that you take Do you see how much I need you right now?
When you're gone The pieces of my heart are missing you When you're gone The face I came to know is missing too
When you're gone The words I need to hear to always get me through The day and make it ok I miss you
I've never felt this way before Everything that I do reminds me of you And the clothes you left, they lie on the floor And they smell just like you, I love the things that you do
When you walk away I count the steps that you take Do you see how much I need you right now?
When you're gone The pieces of my heart are missing you And when you're gone The face I came to know is missing too
And when you're gone The words I need to hear to always get me through The day and make it ok I miss you
We were made for each other Out here forever I know we were, yeah
And all I ever wanted was for you to know Everything I'd do, I'd give my heart and soul I can hardly breathe I need to feel you here with me, yeah
When you're gone The pieces of my heart are missing you And when you're gone The face I came to know is missing too
And when you're gone All the words I need to hear will always get me through The day and make it ok I miss you
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