Meaning Behind the Song: “When You Say Nothing at All” by Keith Whitley

“When You Say Nothing at All” is arguably one of the most well-known country songs, thanks to two of country music’s most distinguishable voices singing on it–Keith Whitley and Alison Krauss. Written by hit songwriters Don Schlitz and Paul Overstreet, “When You Say Nothing At All” was first recorded and released as a single by Whitley in 1988.

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It became his second No. 1 hit following “Don’t Close Your Eyes” when it topped the Billboard Hot Country Songs chart the same year it was released. In its 35-year history, the song has become a staple in country music and has proven to have a lasting legacy. Below, we look at the meaning behind “When You Say Nothing at All.”

Meaning Behind the Song

In an interview with Songfacts, Overstreet recalls how Schlitz was the one who had the idea for the song. “Don Schlitz had a dream about it,” he says. “We went in to write and he told me about the idea. We started writing it right then.”

In Ace Collins’ 1996 book, The Stories Behind Country Music’s All-Time Greatest 100 Songs, Overstreet is quoted as saying that he and Schlitz were struggling to come up with the words at one point, which turned out to be the exact inspiration needed for the song. “As we tried to find another way to say nothing, we came up with the song,” he explains. “The line where it says, old Mr. Webster could never define, I thought that was cool,” he continues to Songfacts. “When I was a kid, all we had was the encyclopedias and dictionaries and stuff like that. Nowadays you’ve got Google.”

Overstreet also remembers bumping into Whitley at the airport during the height of his fame, with Whitley requesting that Overstreet write a song for him. “The first place we took the song was to him,” Overstreet says. “[Producer] Garth Fundis was a friend of mine, and Garth loved the song. They cut it, and then 10 years after Keith died, they did a tribute album and Alison Krauss chose that song to sing.”

Alison Krauss & Union Station brought the song to new heights with their cover for Keith Whitley: A Tribute Album in 1994 following Whitley’s death in 1989. After the song started gaining traction with radio airplay, it was officially released to country radio as a single. It awarded Krauss and the band with their first hit single, reaching No. 3 on the Billboard Hot Country Songs chart in 1995 and has since become one of Krauss’ signature hits.

“It’s a freak thing,” Krauss described of the song’s success in a 1995 interview with the Los Angeles Times. “It’s kinda ticklin’ us all. We haven’t had anything really chart before at all. Isn’t it funny though? We don’t know what’s goin’ on…The office said, ‘Hey, it’s charting,’ and we’re like, ‘huh?’”

“When I got a copy of it, they said, ‘This is Alison’s version, it’s not as good as Keith’s,'” Overstreet reminisces. “But when I put it on, all the hair stood up all over my body. I was like, ‘Are you kidding me!?’ She sang it great. And because of her version, they used it in the movie Notting Hill.” 

The song crossed international borders, as it was also a hit for Irish singer Frances Black when it reached the top 10 on the Irish Singles chart in 1996. Fellow Irish singer Ronan Keating turned it into an even bigger hit when he released it as his debut solo single in 1999. It was featured on the soundtrack for the Julia Roberts and Hugh Grant-fronted romantic comedy Notting Hill and hit No. 1 on the Irish Singles chart that same year.

Photo by Michael Ochs Archives/Getty Images

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