Lyrically, much of Robbie Robertson's fifth solo album is focused on remembrances, and on this song the former Band guitarist addresses finding his musical footing in the mid-'60s. He described this song to Mojo magazine as, "about me with The Band, we were playing down South and ended up in New York - I was living at the Chelsea hotel with Edie Sedgwick. It's a flashback."
The song starts with Robertson recalling his early days backing the Canadian rockabilly singer Ronnie Hawkins who led a band called The Hawks. After Robertson left Hawkins with Levon Helm, Richard Manuel, Rick Danko, and Garth Hudson, the quintet styled themselves Levon and the Hawks, but they ultimately called themselves The Band. Robertson recalled to Mojo May 2011: "I was 15-years-old when I met Ronnie Hawkins. I had a little band in Toronto and we played as the opening act at an arena somewhere, because I wasn't old enough to get in the clubs that he was playing. He was like another species, and so was his music. It was so fast and swift and he was a beautiful creature on-stage, growling and pushing the music. And all over the place. He was an extraordinary performer. He was leaping through the air and landing just in time to come in with the next verse and at the same time The Hawks were just fantastic. Levon was just extraordinary."