In a Songfacts interview with Bill Withers, he explained how this song came about: "I was watching a movie called Days Of Wine And Roses (1962) with Lee Remick and Jack Lemmon. They were both alcoholics who were alternately weak and strong. It's like going back for seconds on rat poison. Sometimes you miss things that weren't particularly good for you. It's just something that crossed my mind from watching that movie, and probably something else that happened in my life that I'm not aware of."

This was Withers' first hit. After spending nine years in the US Navy, he had a job at a factory making parts for airplanes when he was introduced to Booker T. Jones from Booker T. & the MG's. Booker was an elite session musician with Stax Records, where Otis Redding, Wilson Pickett and many other soul legends recorded. He brought in some other top-notch musicians, including Stephen Stills on lead guitar, and produced this album for Withers, who was 32 when it was recorded.

This was released as the B-side to another song called "Harlem." Disc jockeys played this as the single instead and it became a hit.