Songfacts®:

• A track from Josh Kelley's second album, he told us the story behind it in our 2011 interview. Said Kelley: "The idea for that song started when I was in Australia. I was on tour with the Counting Crows then, and I was dating this little girl - she was a Kiwi, she was from New Zealand, but she was signed to the same label that I was signed to in Australia and she was the opening act for a while. And I was just spit-firing little ideas out. I mean, I don't really specifically write about people all the time, not really until I got into country music did I start writing about my little girl and my wife. But I just kind of come up with ideas about things that are going on. And when I got back home, my A&R guy said, 'There's a writing team called The Matrix and they'd love to write with you.' And so I walked in, I said, 'I've got a couple of ideas.' And I started singing that one, they said, 'That's the one, let's do it.' And so then we finished it all together and it just became about a concept." (Here's the full Josh Kelley interview.)
• Someone did some great casting on the video for this song. A young actress named Katherine Heigl played Kelley's love interest in the clip, and then became his love interest in real life. They were married in 2007.