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The longest song on Newsom's second album, it had a complicated creation. Incorporating different bits of songs and the whole of a song only played live named 'Be A Woman', the song took the longest to write of all of them.

Newsom talked about its creation;
"The evolution of the song took a long time. I knew from very early on in its life that I wanted it to be a very long song, that it would be vulgar to make it short. But it took me a long time to finish it.

I worked sectionally, I guess - I knew where each section was supposed to go, I knew the story I wanted to tell, more or less, and the order in which I wanted each piece of the story to appear. I know I'm using the word 'story' real loosely here, but the song is telling a story, from where I'm standing.

But some of the pieces were a long time coming. I might have had some lyrics, and some instrumental passages, and then I'd get a bit more in the way of words, or a bit more in the way of music, and I'd just kind of whittle away at the thing awhile and then wait it out again.

As far as the specifics of the verse, the "poetic devices" employed and all that - I have to say that it makes me feel uncomfortable to think too much in those terms when I'm looking at my own songs. I love looking at other people's music real close-up, like that, but I feel like I worked hard enough writing the dang thing, and I shouldn't really have to go back and explain what I was doing from a technical standpoint or analyze my own style - just makes me feel squeamish and claustrophobic."

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