Paisley used a 1968 Fender Paisley Telecaster guitar on this tongue-in-cheek country love song about a persistent guy who keeps striking out with a girl. Paisley, who wrote the tune with Frank Rogers (the album's producer) and country songwriter Chris DuBois, said of the song's origin: "Every guy has been there. You're talking to a girl and realizing that it's going nowhere - but you still keep trying. I know I've been turned down enough to feel like I've really lived this song. Frank, Chris and I wrote it in the car on our way back from Frank's family beach house in Garden City, South Carolina. We'd spent a week there writing, and it was really successful. In fact, that's where we wrote 'Who Needs Pictures.' Anyway, we had this nine-and-a-half-hour drive back home. So Frank sat in the back seat with a guitar. I sat in front with a notebook, and Chris drove. By the time we got to Nashville, we had just about every line done."