This was written by Kenny Chesney. The Country singer explained to CMT how he came to write it: "I had the idea for that song several years ago, and I had written it down on a piece of paper in a notebook. I was going through a bunch of stuff and saw where I had written that down and had forgotten about it. The whole idea of the song was about meeting someone who still has their guard up from a previous relationship or whatever it is. There's something inside of her that she's not showing anybody, about what makes her tick, about what makes her love, what makes her give, what makes her be who she is.I had three lines written down. So I called Neil Thrasher and told him about this idea when I found it in my notebook. And he says, 'Let me think about that for a little bit.' He called me back in a couple of days, and the next thing, you hear him on the phone with a guitar (singing) 'Tell me 'bout your mama.' I went "Oh my God!" (laughs) "It sounds pretty good!"
In the same CMT interview Chesney explained why he didn't record it himself: "Actually, I was going to record that song, but I felt that melodically, I had already been there. It's a great song, but it just didn't feel right. It didn't feel like it was meant to be on my record. Obviously I was right because Rascal Flatts cut a great [version]. I couldn't have been prouder of it if I had done it again. I'm glad it got to where it got."
In The Beatles "When I'm 64," Paul McCartney asks a woman if she'll still be there for him when he's 64. In 2006, he got his answer when shortly before his 64th birthday, he and Heather Mills separated.