Keith penned this piano-driven power ballad with his long term collaborator Bobby Pinson. The song details the hurt that goes with seeing a former lover with her new man. He recalled the story of the story of the song: "Somebody said that line in a conversation that wasn't pertaining to this subject matter, but it just sounded like a song idea to me," said Keith. "I started expanding it in my mind, then got with Bobby. We had to be creative finding a few ways 'standing on the other side of him' could mean something. He lost her, she's at the wedding and he sees that everything he always wanted is standing on the other side of him. We're coming at it from two or three different angles."
The song changed when Keith came to record it. He recalled: "We had it up in a higher key than what we wrote it at, but when we got to the studio, it just didn't seem warm enough, so we just took it down. We wanted it to be really mellow."