
Under the Hood, Episode 2: “What Might Have Been”
February 2, 2010
I boarded an airplane and I headed west.
The flight in the song was a real one: Toronto to LA. I wrote the first version of “What Might Have Been” back in 2009, and when I think about that trip, what I remember is looking through the rear-view mirror at the ghosts of yesterday — thousands of miles between me and regret.
I've always loved that the distance is measured in miles. Regret isn't abstract in this song — it's a place you can leave, if you're willing to actually get on the plane.
Then comes the line people quote back to me: “People are seasons, they change like the tide.” Two metaphors doing two different jobs. Seasons say change is natural — nobody's a villain for changing. The tide says it's bigger than any of us — it was never yours to hold back in the first place. Between the two of them, there's no blame left in the verse. Just weather.
The second half of that verse is where the song gets honest: “I'm all out of reasons, I'm all out of lies, so tired of telling myself to get by.” That's not aimed at anybody else. That's someone auditing their own excuses and finding the account empty.
In my experience, that's the actual moment a life turns — not when somebody else changes, but when you run out of stories to tell yourself.
And then the chorus lands like a rule you repeat until you believe it: “You can never look back on what might have been.” Not “try not to.” Never. The song doesn't negotiate.
But notice what it pairs the hard line with — “use your heart and your head.” Both. Not the heart alone, which is how you end up on the wrong flight in some other song, and not the head alone, which is how you end up safe and sorry.
Then three small orders, one after another: walk away. Turn the page. Live for today. The whole philosophy of the song fits in nine words, and every one of them is a verb — something you do, not something you feel.
That's the trick of the title, by the way. A song called “What Might Have Been” spends its entire length refusing to tell you what might have been. It looks back exactly once — in the first line, getting on the plane — and then it closes the door and keeps it closed.
The bridge is the last word on the subject: run for higher ground, “cause the world you left only brings you down.” Leaving isn't running away in this song. It's climbing.
What the finished record doesn't tell you is how long it took to finish. I recorded this song several times before it landed. I remember pulling an all-nighter at Metalworks Studios in Mississauga and sleeping on the couch there, chasing a version that still wasn't the version.
Eventually I shelved it for a couple of years. When I finally brought the demo to Harry, he got it right away — and the two of us re-wrote and finished it. That's the version you hear today. Some songs you have to explain. This one he just heard — and then he helped me rebuild it.
The players on the finished record: Harry producing and singing backing vocals, Pete Lesperance on guitars and bass, Creighton Doane on drums — and me on keyboards.
I wrote this before the Billboard run, before a lot of things. All these years later it's still the advice I give myself on the hard days: don't audit the life you didn't live. Board the plane. Live for today.
The players
- Keyboards — Franklin McKay
- Guitars & Bass — Pete Lesperance
- Drums — Creighton Doane
- Backing Vocals — Harry Hess
- Producer — Harry Hess
Written by Franklin McKay and Harry Hess (©2012). Released as a single and on the album Invincible (2016).