Williams wrote this song with the Texas-based singer/songwriter Betty Elders.
Miller Williams, Lucinda's father, is an academic and accomplished poet known for reciting his poem The Shrinking Lonesome Sestina at President Clinton's inauguration in 1997. He also gives his input on several of Lucinda's songs, including this one. She told Harp in 2005: "Sometimes I would show my father my lyrics, and occasionally he would suggest that I use a different word. It might just be one word in the whole song. Like in 'He Never Got Enough Love' – I was going to use 'faded blue dress' and he suggested I use sad blue dress.'"
"Friends In Low Places" by Garth Brooks was written by two Nashville songwriters after a meal in a local restaurant. One of them forgot his money, but said not to worry, "I have friends in low places. I know the cook."