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.
Two weeks after we wrote the song, we got a call from Keith Stegall, who is our producer. He also produces all of Alan Jackson's albums. He called Zac and said that Alan wants to do a song with them, maybe for the next album. Alan was the perfect guy to do this song with them. We're so happy with the way that it turned out.