Story Behind the Song: Blake Shelton, ‘Who Are You When I’m Not Looking’

In September of 2010, Blake Shelton released "Who Are You When I'm Not Looking" -- originally recorded by Joe Nichols, for his 2007 album Real Things -- as a single from his All About Tonight EP ... and took the song to the top of the charts in early 2011. Songwriters Earl Bud Lee and John Wiggins wrote "Who Are You When I'm Not Looking" back in October of 2003, on a drizzly day, after Lee shared with Wiggins a song title that he'd been carrying around for a while. Those words just so happened to be the exact same ones that Wiggins had scribbled on a cocktail napkin a year before.

Neither one of us knew the other had the same idea. I had written it down on a cocktail napkin at a restaurant about a year before Bud and I even talked about it. I'd thrown the idea out to a songwriting buddy of mine, but he said it wasn't his kind of thing. So I just put it away for awhile, because he shot it down. I thought, "Well, I guess this isn't that good of an idea anyway." [Laughs]

Bud and I would always go to the same place for lunch, the Mojo Grill ... and we kept talking about hooking up writing, because we kept running into each other during lunch. One day he called and said, "I have a song idea I want the two of us to get together and write." I asked him what it was, and he said, "Who Are You When I'm Not Looking" ... and I said, "I've got the same idea on a cocktail napkin, and I'd put it away!" So it was meant to be!

So we hooked up one day in 2003 and spent the whole day writing the song. I remember being tired at the end of the day. It was dark, and I had my back door open, and it was drizzling rain ... a nice, cool October evening. We'd worked on the song over and over and over, until we had it just the way we wanted it. When we finished, we knew we had something special.

I wanted to demo the song, but I just felt like something was missing. It didn't have that little release in it -- that "I wanna know, I wanna know, I wanna know ..." part. It wasn't "releasing," we say in songwriter terms; this tense lyric all the way through was a question, and it never really resolved or made you exhale, so to speak. I told Bud I wanted to put it on a demo session, but that it's not releasing, and that maybe we could think about it that night before recording it. I knew it was a good song, even without any kind of release, but it just felt like it needed to exhale. And then we came up with that "I wanna know, I wanna know, I wanna know ..." Without that, I don't think it would've been recorded. It answers the question: Who are you when I'm not looking? I wanna know.

This story was originally written by Marianne Horner, and revised by Angela Stefano.

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