The Band's guitarist, Robbie Robertson, felt he needed a counterbalance for the album's centerpiece, "The Weight." He wrote the music for the song solely for that purpose.
The intro to the song, played on an organ by Band multi-instrumentalist Garth Hudson, was the result of a very long improvisation. Eventually the improvisation quoted Bach's "Fugue in D Minor" and followed into the song's main riff. Only part of the improvisation was included on the actual album cut (the part beginning with the Bach quote). In live shows, the song became a Hudson showcase, with him improvising wildly on organ (and later, on synthesizer) before cutting into the song. This improvisation came to be known as "The Genetic Method."
Robertson, drummer Levon Helm, and pianist Richard Manuel improvised lyrics (Robertson often calls them meaningless) over the course of the song. Those lyrics remain unchanged on the track, although they loosely tell a story of a man thrown aside by a hard-drinking, fast-talking woman who subsequently literally becomes sick with love for her.
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