In our interview with Pam Tillis, she explained how she wrote this song: "A friend called, and this is back when we had answering machines, a billion years ago, and somebody left a joke on my phone and that was the punch line. She was the queen of denial. Anyway, and I just thought it was a really stupid joke, but I was intrigued with the play on words. And at that time, everything about 12 Step was in pop culture. Everybody was talking about 12 Step this and 12 Step that, and somebody being in denial. So we just kind of took that idea and ran with it and wrote it about a girl who just refused to take off her rose colored glasses when it came to this guy."
The song revolves around a troubled relationship, a recurring theme in Tillis's songs. Sung from the perspective of the woman, it describes her naive faith in an obviously unfaithful boyfriend - she's the "queen of denial." Tillis is the daughter of Country star Mel Tillis.