Toby Keith wrote this song with his longtime collaborator Bobby Pinson. He explained the original inspiration in the press release for the That Don't Make Me a Bad Guy album. Said Keith: "Bobby was having a beer with some friends. He called me and said a girl came up to him and asked, 'Where are you from?' And he thought, 'In the time it would take me to tell you where I've been, I could take you places you've never been before.' He didn't actually say it. He started to, because Bobby talks that way. Then he realized how it would sound, so he said, 'Honey, in the time it would take... we'd be here all night.' It's a just a very odd song, but that's the kind of stuff I like to be involved in."