This was produced by D Smith who recalled to Rhapsody working with Lil Wayne: "I was going to Hot Beats for a session and Lil Wayne was there. My business partner, Stacy Barthe, actually knew Wayne and his people, and they had heard the track a couple days prior to me meeting [Wayne] and told him about it. So I went in the room and saw him and the first thing he said to me was, 'Thank you.' He hadn't even heard the beat yet. So I played the beat and it was probably like 15 people in the room. He heard the beat and kicked everybody out except for like two people, the engineer, and myself. He smoked two blunts, asked for a cup of hot tea and just went in."
The day after he'd recorded this an excited Weezy told Billboard magazine: "I recorded a song last night with this guy D. Smith, called 'Shoot Me Down,' that might just be the biggest song of my career. It's where I'm at right now - emotionally, financially, mentally. It's like looking in the mirror and seeing exactly what's in there."
The lyrics to "Heartbreak Hotel" were written by a steel guitar player who was once a dishwasher repairman. He was inspired by a newspaper story about a man who killed himself and left behind a note saying only, "I walk a lonely street."