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.
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