This Rhett Akins, Dallas Davidson and Ben Hayslip penned song was released as the second single from American Country music singer Joe Nichols' second album, Old Things New.
In this song, the narrator states that his girl is beautiful without her makeup. Nichols described the cut to Roughstock as "one of those songs, that both girls and guys can dig."
The song was Nichols' first live-concert video. It was filmed at Cowboys in San Antonio, Texas, where he performed to a packed house in the Lone Star honky-tonk.
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