Withers was inspired to write this song after watching the 1962 movie Days of Wine and Roses. He explained, in reference to the characters played by 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.” For the song’s third verse, Withers had intended to write more lyrics instead of repeating the phrase “I know” 26 times, but then followed the advice of other musicians to leave it that way.