Songfacts®:

• The idea for this song, about friends who grow up and go their separate ways, was Toby Keith's, says co-writer Scotty Emerick. The idea was hatched on an airplane, and the song was written in a Las Vegas hotel room. The characters are all made-up people who Toby and Scotty created and gave lives to.
  
  "I have the FPL line in there - Florida Power and Light," Scotty told Songfacts with a laugh. "We got Waffle House diner in there. I really wanted that to be in there, that was funny."
  
  Waffle House is a popular restaurant chain in the American south.
• "I had this idea for a long time," says Toby Keith. "Scott and I were talking one night and I said those words - 'I had a lot of nights I can't remember, but I was with friends I'll never forget.' So we were in Vegas for a few nights, working on some songs, and we turned it into a story song about a group of guys in a band who were closer than brothers. It's a good story song." (From Toby Keith's Web site)