Todd Rundgren wrote this song about his girlfriend (some would say groupie) Marlene Pinkard. Later known as Marlene Morrow, she was Playboy's Miss April of 1974. The writer and photographer Paul Zollo discovered in 2006 that she was homeless, living on the streets of Hollywood, and using the name Persephone.
When Rob Steen asked Rundgren if we was still dating Marlene when he wrote this song, Rundgren replied: "It was just around the same time. There would have been a lot of miserable material about her had I not got out of that state of mind."
In the Something/Anything? liner notes, Rundgren wrote of this song: "A shiver and a sigh."
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