The lyrics of this song about unreturned love began as a poem Jewel Kilcher wrote at age 16, when she first started keeping a serious journal. The verse was "about a relationship that I was dramatically involved in on paper," she said. "I'm sure he knew nothing of it." A year later, it evolved into a song. "I think the woman is looking at herself saying, 'Why am I involved in a relationship where I'm selling myself so short?'" Like with her earlier song "You Were Meant for Me," Kilcher rerecorded "Foolish Games" for radio, unhappy with the original.