The track was written by Nashville writers Odie Blackmon and Jay Knowles during a difficult time for the pair. "At the time we wrote that song, I had just lost my first publishing deal, and I was broke as I could be," Blackmon recalled to Roughstock
. "I had been in a phase where me and some of my songwriter buddies that were younger, had been trying to chase what we thought people wanted, but it wasn't working. Jay and myself had lost our deals, and we were kind of down and out. We wrote a lot together during that time."
"I remember us specifically sitting down and going, 'OK - we're just going to write what we want to write and not worry about anybody else,'" he continued, "that's when things turned around for the both of us," continued Blackmon. "We wrote 'She'll Leave You With a Smile' during that era. I specifically remember the bass line and the verses as the same as like in 'Dear Prudence
' by The Beatles, even though it's a country song. I was listening to The White Album
a lot. It also kind of reminds me of Conway Twitty, but the bass line was inspired directly by The Beatles."