Loveless and record producer Tony Brown had been listening to demo tapes for potential material for her upcoming album, when they began listening to "The Night's Too Long", written by Lucinda Williams. After listening to Williams perform the song that evening at the Bluebird Cafe in Nashville, they decided to record the song.
The song is a "making-it" song, where a restless young woman decides to move from her small town to the big city, where she can take in the nightlife and meet the man of her dreams. The first part of the song has her sacrificing to set up her move, which takes place in the second half of the song. Her new office job (in the song's third verse) takes a back seat to her going out to the bars, where she dances and eventually consummates a relationship with the man she had been looking for.
"The Night's Too Long", a story song, was somewhat of a departure for Loveless, as she had primarily recorded either ballads or up-tempo pop-country.