The lyrics are based on a real-life incident that actually happened to Rhett Akins. Ben Hayslip explained to. Taste of Country
: "Anybody who knows Rhett knows Rhett loves the ladies. The night before we wrote the song, I don't know if he'd been on a date or he'd been hanging out with some girl he didn't know very well. He'd just kinda met her. And Rhett doesn't really like to be tied down; he's one of those guys that wants to do his own thing.
We came in the next day, and we're just trying to figure out what to write, and he's telling me about the night before, and he's like, 'Man, this girl last night, she scares me. You ever had a girl who just knows what you're thinking every second and just almost reads your mind?'"