Gill began writing this following the untimely death of country music superstar Keith Whitley. Gill didn't finish the song until a few years later following the death of his brother. Thus, the song is a tribute song to both Keith Whitley and Gill's brother.
Additional background vocals were provided by Patty Loveless and Ricky Skaggs.
Gill played this song during his induction into the Country Music Hall of Fame in February 2009. He explained he penned it after his older brother Bob's death from a heart attack in 1993. "I wrote this song, and I didn't have any idea if anybody would want to hear it, or like it. All I wanted to do was grieve for him and celebrate his life. That's how I always process grief—sit down with a guitar and make something up. Turns out that if anybody remembers any of my songs, it'll be this one."
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