This is a “blue country rock” album containing 11 songs, eight of which were solo-written by Don Tomlinson. “Lonely Tonight” was written with his long-time cowriter Jon Ingram, “But I Won't” was written with Cheryl Clements, and “Phantom Of The Rodeo” was written with Renee King. “But I Won’t” features Katie Marrs. A different version of “Phantom Of The Rodeo” may be found in Country Midtempo VIII.