Following "Hot Burrito #1" on the album, this song, like its predecessor, deals with Gram Parsons tormented relationship with Nancy Ross. The couple were engaged and had a child together in 1968 (daughter Polly), but they grew apart and never got married (although Nancy did take his name, becoming Nancy Parsons). In this track, Parsons sings about how she sold his clothes, and gives some explanation of their troubles: she wants him home at night. Parsons wasn't able to fully commit to Nancy, which led to an icy union.

Parsons, who sings lead on this track, wrote the song with Chris Ethridge, bass player in The Flying Burrito Brothers. The wrote this one and "Hot Burrito #1" in a single session.