The songs on Running on Empty
were recorded live in various settings. "The Load-Out" was recorded at the Merriweather Post Pavilion in Maryland during a show on August 27, 1977. The song was something Browne had been working on with his band - Danny Kortchmar
(guitar), Russ Kunkel (drums), David Lindley (various instruments), and Leland Sklar (bass). They didn't have an arrangement they liked, but when Browne did three encores at the show, they found themselves out of material but still hankering to play. Kunkel suggested they play the song and see what happens. The resulting performance was so good that it made the album. This was the first time the band played the song.