Songfacts®:

• This regretful song finds Chris Young singing about a guy he knows who messed up big time and lost the one he loves. One of two I'm Comin' Over tracks not written by Young, it was penned by Benjy Davis and Brett Tyler.
• Young told Billboard magazine how he came to record the tune: "I found that song. Both of the writers are friends of mine," he said. "They told me one day, 'Man, we just wrote this killer song.' I asked them to play it for me, and I ended up listening to a bad guitar vocal of the song. I fell in love with it immediately and told them 'I'm cutting this. It's on hold. I'm putting it on hold myself.'"
  
  "As it turned out, it was the very last thing we cut for the record," Young continued. "I couldn't be prouder to have that song. With it being a waltz, it was something we didn't have on the record, and it really helped to round it out. I'm a sucker for a sad song. That's one of the great things about the genre. You can get away with that in country music."