This song was composed by fusing two earlier songs. The main part of the song, including the riffs, came from "Whisky Woman," which was written in 1972 while original Priest singer Al Atkins was still in the band. The softer passage, building up tension for the climaxing ending of the song, came from a song singer Rob Halford had written called "Red Light Lady." K.K. Downing, Glenn Tipton, Rob Halford and Al Atkins are all credited for writing the song.
The song is known for its unusual intro, with Tipton and Downing playing a twin guitar harmony which slowly fades in, then ends in the main riff. In early writing stages, the intro was different, and similar to the intro that would be used for an unreleased Priest song called "Mother Sun."
The song's lyrics have been debated by Priest fans. The song seems to focus on a woman who is past her prime, which leads her to drown her sorrows in alcohol when she can't find a man anymore. At first glance, she might seem like the "Victim of Changes," but later in the song, the "I" of the lyrics (a man speaking to the woman) reveals a certain affection for her, and a dissatisfaction because he's lost her and he can't have her back, making him the victim. This has never been cleared up.
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