Songfacts®:

• This is about a guy telling his ex that he regrets letting her current man take her from him. He adds that at the time he told her he didn't like the way he looked at her, but she claimed it was just his imagination - does she believe him now?
• New-Mexico based singer-songwriter Joe West, Dave Pahanish and Tim Johnson wrote this. Wayne told the Associated Press that the first time he heard the song, "the melody to me was captivating, almost hypnotic." He added: "Just from listening to hundreds and hundreds and hundreds of songs, I knew this one was different from anything else."
• This was the first release and title track from Wayne's sophomore CD. There was a five-year gap between his first two albums due to the company now called Universal Music Group acquiring DreamWorks Nashville and Wayne asking to be released from his DreamWorks contract. It was worth the wait as it became Wayne's first #1 and sixth entry on the Hot Country Songs chart.
• This was the first Country #1 and fourth chart entry for the independent Valory imprint. All four entries were by artists whose first names start with the letter "J" (Jewel (twice), Justin Moore and Jimmy Wayne.)
• After spending one week at #1 on the Hot Country Songs chart, this song was replaced at the top by Brad Paisley's "Waitin' on a Woman" before returning to #1. The last time this happened was in December 2005 when Dierks Bentley's "Come A Little Closer" topped the charts for two weeks, before being replaced by Joe Nicholas' "Tequila Makes Her Clothes Fall Off" for one week. Dierks Bentley then returned to #1 for a third non-consecutive week.
• Co-writer Tim Johnson told The Boot the story of the song: "Joe and Dave called me and said they had a melody that they needed lyrics for," he recalled. "It was basically a guitar-vocal, with Dave singing, 'na na na na na, yeah.' 'Yeah' was the only word I kept, so I guess you'd have to say I didn't write every word of the song! That was the first time I'd done anything like that — write lyrics to someone else's melody. I spent about $100 at the coffee shop while I was writing it because it took me several months."
  
  "The music tells a story when you first hear it," he continued. "There is angst in the melody, so right away I knew there would be tension in the lyrics. When you hear the first two chords of a song, you can tell if it's going to be about love or love lost. The melody speaks to the lyrics."
  
  "A songwriter is like a painter: You don't create the ocean and horizon, but you observe and look through the lens," Johnson added. "I had a friend who was going through the scenarios that are in the song, so the lyrics are based on a true story that I had observed. I was careful not to change the phrasing or the melody, because Dave and Joe had already written the cadence of the song."