Clay Walker can most likely be credited with introducing the steel drum into mainstream country music. It was such a departure for the genre that songwriter Randy Sharp worried it might not find an audience. But he loves the path least trodden, and thoroughly enjoyed what Walker did with this song. Says Sharp: "It was a writing session with my friend John Vezner, he co-wrote it with me. And John and I at that time were getting together every few months in my trips to Nashville, which I've been doing regularly since the early '80s, and we kind of always have written what we feel like is a little outside of the predictable for the Nashville scene. And that's been a good thing often, like in the case of 'Then What?' But many times I think because of our indulgence in trying to write things that are a little bit odd, it's probably kept us from getting more co-writes cut. But Clay Walker was someone that he knew, and he was able to actually get on his bus and play it for him in a rough guitar/vocal form, and got him excited about it just with that. So that was a real unusual story as far as how it got cut as well.
We hadn't put a steel drum on the demo. The steel drum was all Clay. In fact, when he said he was going to do the song we hadn't even demoed it yet. That was just John getting on Clay's bus out somewhere in the middle of the country, where he ran into him, and saying, 'Here's something I'm working on,' played it on a guitar, and he just went for it."
As hard-core songwriters, Sharp and Vezner are prone to sitting down at a session and brainstorming ideas. "My memory on it is a little fuzzy," says Sharp, "but I'm guessing that we were probably talking about a mutual friend – and there's plenty of them that've had this experience - who stepped over that line, and all the trouble he got into for not thinking ahead, and going ahead and having that affair, and thinking he could pull it off, and thinking it wouldn't destroy everything. And I'm sure that's where the conversation started."
When throwing ideas around a room, sometimes someone throws out a "little jewel," a phrase that scans well, and causes "everybody's eyes to get big, because we know what we want to write now." Such was the case with this song. "It's real easy to remember it this way – whether it's true or not – that we were telling these stories about our friend, and one of us, after a pause, just said, 'Well, then what do you do?' You know, once you've taken that step, and there's no going back over that bridge, then what happens? And that was basically it. John and I both also are real fans of playing with the language, and in that song there's a lot of that rapid-fire lyric, there's a lot of words in that song, which is always a challenge to make up. And the subject's pretty serious, but the delivery of it and the lyric, I think, there's a lightness to it, kind of a fun-ness to it, and we kept that in. And a lot of it has to do with just the way the words are working together and there's a lot of little tricky things we did in there purposefully just to take some of the darkness out of the theme."