The album was recorded in the Atlantic Records studio in New York City in February 1973. Nelson and his backup musicians, the Family, were joined by Doug Sahm and his band. After recording several tracks, Nelson was still not inspired. Following a recording session, he wrote "Shotgun Willie"—the song that would become the title track of the album—on the empty packaging of a sanitary napkin while in the bathroom of his hotel room. The album, produced mostly by Arif Mardin with assistance from Wexler and longtime Neil Young collaborator David Briggs, included covers of two Bob Wills songs—"Stay All Night (Stay a Little Longer)" and "Bubbles in My Beer"—that were co-produced by Wexler. Waylon Jennings and Jessi Colter collaborated on the album, providing vocals and guitar.