Songfacts®:

• This slow, sad waltz finds Miranda Lambert singing of hanging out in a dark bar. She perches herself "on a barstool for the cheap thrills, watchin' drunks all drown with no lifeguard."
• Lambert wrote the song with Liz Rose, who co-penned many of Taylor Swift's early hits. Rose is also one third of the songwriting supergroup The Love Junkies, along with Lori McKenna and Hillary Lindsey.
  
  Lambert had invited the trio up to New York to write for Wildcard. Rose got there early, and it was a comment the Wildcard singer made to her that served as inspiration for this song. Lambert recalled to The Boot: "When she was on her way in the car, I just said, 'Let's go find some dark bars and see if we can find some stories to write about.' She said, 'I think that is the story.' And she's right."