A line in a movie that Del Piero walked out of was the inspiration for the song. He explained to The Boot
that he loves movies, but didn't appreciate the Reese Witherspoon-starring Sweet Home Alabama
, as it "seemed to be every kind of country cliché and redneck cliché." Taking offense to the film, he began to walk out when a character in the film said the line, "Well you can take the girl out of the honky tonk, but you can't take the honky tonk out of the girl."
The line of dialogue piqued his interest, and he came up with the story for the song with his co-writer, Bart Allmand. Said Del Piero: "I just invented this story about this girl. The model for this story lives in Branson, Missouri, and she's that girl in the song. We just took off on this story and came up with this song. It's got a got a cool Keith Richards/country/rockin' thing that Brooks & Dunn do so well. The song just grew its own wings and flew up the charts."