This ballad was written by Mariah Carey and Walter Afanesieff. The song is about a summer love affair. Carey has been quoted as saying this was her favorite track on her Daydream album.
One of Mariah's best songs on Daydream along with Fantasy, When I Saw You, Looking In it's so subtle yet sensual
"Breakdown" was written by Carey and Puffy and included rap verses from Wish and Krayzie Bone from Bone Thugs-n-Harmony. Author Chris Nickson wrote that "'Breakdown' showed Mariah treading forcefully into territory that was new for her and making it her own."