The male narrator in this song of melancholy regret is claiming he's ready to move on now that his ex is marrying another man. However he can't help thinking that if only she would have cried in front of him to show how pained she was, maybe he'd have changed his ways and they'd still be together.
This was written by Keith together with Bobby Pinson. The duo also wrote Keith's single "She's A Hottie." Among the other songwriting credits Pinson has is "Want To" and "All I Want To Do" by Sugarland and "We Weren't Crazy" by Josh Gracin.
Toby Keith credited Pinson, who also co-wrote several other songs on the album, with inspiring him to develop his songwriting. He explained to Billboard magazine: "He just talks differently and he's real inspiring for me to write with. He just says things differently, his choices of words and everything, and he sees the world through a different set of eyes. He came out here on the road and we hit it off right off the bat. He really inspires me to want to write more."
Toby Keith told the story of this song on the press release for That Don't Make Me a Bad Guy: "We (Toby Keith and Bobby Pinson) were at my house; first thing I've ever written on a piano. Everything I've ever recorded I've written on guitar. We had this idea and were playing it in my office on guitars and he said, 'I need to borrow your piano a minute.' So we went in and sat at the piano. He started playing and as we wrote it, the song took on a whole different approach. By the time we were done it had an old rock anthem ballad, Journey kind of feel. After I recorded it I had three different people call me and say it reminded them of Coldplay, which I know nothing about. I couldn't tell you one of their songs. But we'd have never recorded it that way if we'd written it on guitar."