This was the Hootie & the Blowfish frontman's debut country single. With the title alone, he left little doubt that he had gone country. The song is about a guy left his girl, but can't get her out of his mind. He often wonders what would have happened if he stayed and worked things out.
Rucker wrote it with Clay Mills, who also co-wrote Clay Walker's hit single "Fall."
Darius Rucker explained the song on his record label's website: "Most songs are about the one that got away or the one you want back or pining and whining. Here's a person that's content, but they heard that someone they loved at one time is getting married and reflected on it. When he says, 'Don't think I don't think about it,' he's saying it to a buddy or to himself. He was fine until she got married."
Frank Rogers (Brad Paisley, Josh Turner) produced this song along with the rest of the album.
Rucker explained on his MySpace site why he chose it as his first single from the album: "I really would have been happy with pretty much any of the songs being the first single, but I told Frank Rogers after we finished this song in the studio that this was going to be it. I think the feel, the tempo and the sentiment all had something to do with the decision - and, everybody wants to think that there is someone out there thinking about them, don't they?!?"
When this reached #1 on the Hot Country Songs in September 2008, Rucker became the first black singer to top the Country list since Ray Charles' duet with Willie Nelson, "Seven Spanish Angels," made peak position in March 1985. Charlie Pride was the only previous black country singer to reach #1, which he achieved on more than two dozen occasions. His last chart-topper, "Night Games," reached the top in September 1983. On hearing he'd got to the #1 position, Rucker told USA Today: "It's awesome, and I can't believe it's happening, but I didn't make the record for that stuff, I just wanted to make a record that people wanted to listen to."
This was the first of Rucker's country songs he heard on the radio. He recalled his reaction to The Boot
: "I was in Charleston, South Carolina, in my car driving to the golf course by myself. We were just starting to service the song on the radio stations. It was one of those things they weren't playing it. 'Here's a new song by Darius Rucker,' it was one of those introductions. 'Here's a new song by Darius Rucker, let's see what it sounds like.' [Laughs] It comes on, and I'll just never forget how great 'Don't Think' sounded on the radio! The first time I heard it on the radio, I was thinking, 'Man, the production on that song... that song is made
for the radio.'
I felt like: here we go! It felt great because I was listening to the radio, and I felt like it sounded like it was supposed to be right there. Here I am, the pop guy coming over and trying to tell everybody how much I love country, and I want to make a country record. Here I'm listening to the radio where Toby Keith is playing and Brad Paisley is playing and my song comes on, and it sounds like it's supposed to be right there. I felt like, 'Wow, that's awesome!' To say I was filled with pride is an understatement. I was happy because I feel like we picked the right single. It sounded great, and it sounded like it should be on country radio."
When Clay Mills stepped aboard a tour bus to write some songs with Darius Rucker, he thought it was going to be for the singer's band, Hootie & the Blowfish, so he came prepared with a couple of rock ideas. The songwriter recalled to The Tennessean: "When I sat down, climbed on the bus with Darius in Kentucky, and we started writing, he was like, 'Well, I'm doing this country record.' And so none of the ideas I had were going to apply to this new record he was doing. So we just kind of sat there and talked about life, and came up with some stuff."
This was written on the second day Mills spent with Rucker. He told The Tennessean: "The first day I sat down with Darius, I was kind of honest with him. I had been dating a girl for a year, and the day before (we met to write) I broke up with her. So I was like, 'Man, I don't even know if I feel like writing. My head is just not in it. I apologize, I'm probably not going to be any good today.' He was like, 'Well, what's going on?' I said, 'I broke up with someone yesterday. I'm second-guessing myself.' He's like, 'Dude, I've got this girl from the fifth grade that I still think about.' I said, 'What?' He goes, 'Yeah, I still wonder about her. Don't think I don't.' I wrote that down on a pad."
"We wrote something else that day, but the next morning I got up and said, 'Don't think I don't...' I pulled out my guitar, and I think I wrote about 90 percent of a chorus. It just kind of fell out, and I finished it later with Darius."