Recording the World Without Tears album was a new experience for Lucinda Williams, who is used to working in a booth rather than a sprawling 1920s mansion in Los Angeles. She recalled in an interview with Guitar World Acoustic how co-producer Mark Howard duped her into cutting everything live: "He set all of us up in one big room that had been designed for live acoustic music by the original owners, who used to throw dinner parties and would entertain their guests with light opera, so it was sonically ideal. My band and me were on one side of the room and Mark was on the other with his console. I was used to the band being together when we recorded, but I've always been isolated in a booth so I could fix or overdub my vocals. I'm such a control freak that I want to try to get every part of my performances exactly right. I said at the beginning, 'This is not gonna work. I'm probably going to have to redo all my vocals.' But Mark kind of tricked me at first and said I could go back and repair my parts. Then, after we got into it a little, he told me that touch-ups couldn't be done."
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."