Mountain guitarist Leslie West explained how "Mississippi Queen" came together: "When Corky (Laing, drummer) brought me the idea, it was a one-chord dance song. We got real high, took out a napkin, and I came up with the main riff and the chords. Then we fit the words over the sound." Laing says of the song: "I was madly in love with The Band, and I decided to put a 'Cripple Creek' feel behind it. Later on, I told Levon Helm that I felt bad about ripping him off, but he said that he didn't hear any similarity between the two songs, and that we didn't owe them any money!"
Corky Laing started working on this song with David Rea, who was a friend of the band and frequent collaborator - he and Mountain bass player Felix Pappalardi were in Ian & Sylvia's band. The only Mississippi city mentioned in the song is Vicksburg, which according to Rea is because that's what he came up with when Laing asked him if he knew any towns in the state. Vicksburg is a small city on the Mississippi River known as the site of a famous Civil War battle in 1863.
The song is about a seductive woman who teaches the singer a thing or two about the ways of love, but with the success of "Proud Mary" a year earlier, it almost sounds like this could be another song about a riverboat. In 1976, the "Mississippi Queen" riverboat was put into service by the Delta Queen company, taking its last cruise in 2008.
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