Clarence Carter recorded this song at FAME Studios in Muscle Shoals, Alabama. He wrote it with FAME's owner/producer Rick Hall, and their staff songwriters George Jackson and John Keyes. In the song, Carter finds himself powerless against the charms of his girlfriend, who has him in a tizzy. Running a compact 2:20, this song is a great example of Clarence Carter's emotive vocals, which were so convincing on his song "Patches" that many listeners thought he really did support his family by working on a farm. Carter would often laugh and show other signs of exuberance on his records, and on this one you can hear his groans of agony as he can't find a way to stand up for himself. The prominent horns were typical of a FAME production, and you can also hear the distinctive echo sound, which was created in the studio's famous echo chamber. In later years, echo was added electronically, but this one was carter singing is a little room with four stucco walls that would bounce the sound just right.
Carter, who went blind when he was just one year old, was born in Montgomery, Alabama and influenced by the hillbilly and blues sounds he heard from the area. He attributes his unique sound to his guitar style, which is a mix of these influences. The guitar on "Too Weak To Fight" he claimed was "nothing but an old country tune."