Keith told the story of this song, which he co-penned with his frequent collaborator, Nashville singer-songwriter Bobby Pinson. Said Keith: "Bobby was in the studio and we happened to be cutting 'Somewhere Else.' This song was a ballad and we were needing two more songs for the album, but I told Bobby I didn't want to put a ballad on. I liked the song, I just didn't love the song. He goes off down the hallway like a dog with his tail between his legs, but in a little bit he came back and said, 'I just turned this into a great song.' He took that ballad, sped it up to mid-tempo, changed one chord and fixed the song. Something hadn't been right and it didn't fit the album, but once we started playing it as a mid-tempo, we realized we didn't have anything else like it. I've had a lot of songs through the years in this general mold, but I didn't have one yet for this album. The lyrics were well crafted and the song had been easy to write originally, so once we got the tempo fixed it put so much emotion into three minutes. There are people right now in this world who feel exactly like this."