"In Memory of Elizabeth Reed" was inspired by a woman Betts was involved with in the group's hometown of Macon, Georgia. She was the girlfriend of musician Boz Scaggs, with Betts later saying she "was Hispanic and somewhat dark and mysterious—and she really used it to her advantage and played it to the hilt." To cloak her identity, the composition is named after a headstone Betts saw at the Rose Hill Cemetery, where band members often ventured in their early days to relax and write songs. Considerable legend developed about the piece's genesis and what Betts was doing at the time, much of it fueled by a put-on interview band leader Duane Allman gave "Rolling Stone". "Duane told some crazy shit about that graveyard. I don't wanna tell all--but that's the part that matters," Betts later said. For his part, vocalist Gregg Allman was candid about his experiences in the cemetery: "I'd be lying if I said I didn't have my way with a lady or two down there." The cemetery later became the final resting spot of Duane and Gregg Allman, along with bassist Berry Oakley.