Former Felice Brothers drummer, Simon Felice, recorded his second solo album up in the Catskills Mountains at his friend David Baron's studio. He recalled to Uncut magazine. "Making Strangers was unique among the records I've worked on in that it was all done in one place: a good friend's studio at the top of a dead-end mountain road."
Felice added to American Songwriter magazine: "I'd walk through the woods to the old house Jimi Hendrix occupied when he lived here in the late 60s, work out lyrics and melodies on those walks, commune with the ghosts."
This album closer was inspired by a woman who said she would hypnotize Felice for five dollars. He gave her the money and when he opened his eyes she'd gone. Later Felice asked who she was at the local gas station, and he was informed that she was a Acid casualty and he'd been robbed. Felice went straight to the studio and recorded this song, which he told American Songwriter, "was written in something close to a state of grace, which rarely happens for me."
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."
His keyboard work helped define the Muscle Shoals sound and make him an integral part of many Neil Young recordings. Spooner is also an accomplished songwriter, whose hits include "I'm Your Puppet" and "Cry Like A Baby."