TOO GOOD IS TRUE --Jay DeMarcus, Danny Orton

It took us just a couple of hours to write that one. I'm always a fan of uptempo tunes with great melodies and hooks, and I think we came up with a good one.--JAY
As soon as I heard it I loved it. Catchy, uptempo, a lot of energy. It was a no-brainer.--JOE DON

I MELT --Gary Levox, Neil Thrasher, Wendell Mobley

That was truly enjoyable to write. Neil and Wendell had the melody idea and a chorus idea, and they called me in and we finished it that day. It's a sexy tune. I think a lot of women would like to hear a man say they don't have to do anything special to make him melt.--GARY
Just a big old power ballad. It's one of my favorites on the record. If that song doesn't move you, then there's something wrong.--JAY

MAYBERRY--Arlos Smith

It hit us the first time we heard it. It's got chord progressions that are really different and unique. We kept that one on hold for a long time and it's one of my favorites on the record.--JAY
The banjo really stands out on this track. It tells a lot about life in 2002, how busy you can get being caught up in the rat race. It reminds me of my childhood and it's a really cool tune--one of our favorites.--GARY

That was another one we got when the tracks were finished. It knocked us out. We just knew we had to cut it. It's Rascal Flatts to a "T". It's energy, fun, all about being in love and what any man would want to do for his girl.--JOE DON
Lonnie's a great writer and a great friend, and he and Brett called and said, "Man, we've got a gift for you." They were right. Yeah, that's definitely us.--GARY

DRY COUNTY GIRL --Marcus Hummon, Chuck Jones

I was writing with Marcus last year and he said, "Mind if I play you a song?" He played it in my truck while we were on the way to lunch and I was blown away. The melody is so captivating. I played it for Jay and Gary and we loved it and put it on hold. It has a lot of energy and a good little story.--JOE DON
The musicians that played on our album took this thing to another level. It really stood out. Plus, melodically, it's so cool.--GARY

LIKE I AM --Joe Don Rooney, Danny Orton

This is a very special song for me, since I wrote it after a conversation with my girlfriend Kassidy. For me, like for a lot of men, when a woman says great things about you it can be hard to believe. I thought, "I don't see everything you see in me, but since you see it, I'll try to be that way." It was very easy to write, and as soon as I came up with the melody I shared the idea with Danny Orton and we wrote it.--JOE DON
I think you can tell Joe Don was influenced by those 80s power ballads. I think he knew we would all love it because we're all suckers for big sappy ballads, and that song just says it all.--JAY

YOU --Brad Crisler, James LeBlanc

We were tracking the 11th song for the album when I was going through some tapes and found one that had just been dropped off. I put the song "You" on in the headphones and said, "Gosh, this is great!" I played it for Marty and Mark and they thought it was great too. We called the publisher and the song was on hold for Tim McGraw, whose people said if he didn't cut it by 2 p.m. that day, we could have it. He didn't cut it and we tracked it that day. That's how things happen in Nashville when the right person hears it at the night time.--JOE DON
Melodically it felt like it was us, and, again, it was a song with a great, positive message, really fun to sing, and the harmonies really stand out.--GARY

FALLIN' UPSIDE DOWN --Derek George, John Tirro

That was a hard song to sing. We thought the song was had a cool twist, a cool way to talk about love, that it's like falling upside down. That was one of those songs that we heard and said, "Man, we've got to cut it."--GARY
Every record needs a song that's just fun, where you don't have to think hard. This is a great, catchy, uptempo tune.--JAY

SHINE ON --Gary Levox, Joe Don Rooney, Jay DeMarcus

When we won the ACM award, the 7th to 12th graders in my hometown, Picher, Oklahoma, made a huge banner and posed in the gymnasium with it. It said, "Shine On, Joe Don." It was so sweet, and I thought, "We've gotta write a song called 'Shine On'." A few months afterward I had this cool melody on the bus and the "Shine On" idea came into my head. I was playing it for Jay and Gary and they started singing this melody over the chord progression. I said, "Sing 'Shine on'" and boom, right then and there it was married together. It was magic. We wrote it in about 45 minutes.--JOE DON
This is a testament to the way somebody, when they truly love you, can turn your life around.--JAY

MY WORST FEAR --Anthony Smith, Al Anderson

This is my favorite song on the record, without a doubt. That lyric is great and the twist at the end is just unbelievable. Gary's vocal shows that he can deliver a song like that like no one else.--JAY
It's the perfect country song, with a great story and a twist. That chorus has such a great melody, a crying steel guitar, and Gary's vocal is terrific.--JOE DON