STORY BEHIND THE SONG: "SHE'LL LEAVE YOU WITH A SMILE"

Four years ago, songwriters Odie Blackmon and Jay Knowles felt the career wheels screeching to a halt. "We had written a bunch of good and bad songs together," laughs Odie. "And we had some cuts – but we were also close to our publishing deals running out."

"We had been trying for years to fit in and do what other people said we should do," says Jay. "But that wasn't working."

Instead of giving up and high-tailing it out of town, though, they hung in there – but with a slight change of attitude.

"So one day," continues Odie, "we just said, 'You know what, the heck with Music Row. Let's just do our thing and write what we want.' "

What they wanted was a simple, traditional country song. And that's what they wrote in the fall of 1999 – a straightforward story of love-gone-wrong titled "She'll Leave You With a Smile," which George Strait took to the top last year.

"I remember that Odie had that phrase," says Jay. "It sounded like a good title, so we wrote from that. The first verse came out very quickly, then it was just like jamming."

Jay and Odie sport a unique – and some might say odd – way of jamming a song together. "A lot of times we sing a melody and then just mumble some words," Jay explains. "We might just even mumble a sound, and then a word or an idea will pop out."

"We each came up with little bits," Odie continues. "My favorite line in the song was Jay's: You can't help but wonder/Why you can't help but love her. That's the brilliant simplicity of his writing. We also wanted to keep the line, like it's going out of style. That's something my grandpa used to say all the time," he adds with a warm laugh.

The writers also loved the notion that the phrase "She'll leave you with a smile" could be interpreted in different ways. "We left it just a little vague," says Odie. "Sometimes, if you're too specific, people can't attach their own meanings to it."

The song found its way to George Strait, who eventually turned it into the 38th chart-topper of his just-keeps-going career. "Going No.1 was great, obviously," says Jay. "But the biggest thrill for us was just hearing George Strait sing our song. Man, that's unbelievable!"

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