This is the first single from You Get What You Give, the second major-label studio album from American country group, Zac Brown Band. The song features Alan Jackson, with whom the sextet share a producer: Keith Stegall. They have also previously opened for the country star.
Bassist John Driskell Hopkins recalled to Billboard magazine: "When it was written, one of the first things we thought was, 'Wouldn't it be great to have Alan Jackson come in and be a part of this tune? It's kind of an extended family hookup, and certainly a very welcome one. He's got over 50 million records [sold] himself. We just knew if we could get him involved, it would get a great, different kind of fan base for us."
The song was co-written by Zac Brown and Wyatt Durrette. The duo have penned together most of Zac Brown band's hit singles.
Durrette told The Boot the story behind this song: "We had just played a show in Orlando with the Los Lonely Boys. Zac and I went to a bar in Orlando to watch a UFC fight. We were sitting there watching this fight, and a girl and a guy walked in. All night, she stared at me and I was looking at her. She was a beautiful girl, but she had her boyfriend with her, so I obviously wasn't going to say or do anything. We kind of spoke all night from across the room, but didn't say anything to each other.
When I left, I really couldn't say anything. It was just one of those circumstances where you see a pretty girl in a bar and you don't have the guts to walk over and say hello to her. You find yourself missing that chance and find yourself kicking yourself when you leave. That's what sparked the song: 'I'm falling in love as she's walking away.'
There was nothing that I could do, and I probably will never see her again. I don't even know her name. She'll never know this song's about her. I wrote the first verse and chorus in that sense, and then went to Zac. Zac had the idea of bringing the wise man into it and turning it into the older man at the bar who's much wiser man, giving you advice. Zac and I wrote the next verse."
Jackson explained how he ended up singing on the chart-topping duet. "Zac, that's his song, and he was just kind enough to ask me to come sing on it, a little bit. I'm from Georgia originally, and so is Zac. After he hit, we just kind of met a time or two. He actually played some shows with me on the road. He's just a real guy, real musician and songwriter-singer. That's why I like him, and I think he feels the same way about me. He was just nice enough to ask me to be on that song, because he was a fan, and [it was a] real treat to be on there. Cool song he wrote, and we shot a little video. He's a nice fella."
Jackson surprised Brown with the gift of a 1966 Cadillac El Dorado when the pair performed at Nashville's Bridgestone Arena in December 2010. The present was a cool way for Jackson to say thanks to Brown for including him on the #1 hit.