This song is about the British singer-actress Marianne Faithfull, whose most famous romance was with Mick Jagger, but who also dated Hollies singer-guitarist Allan Clarke for a short time. "Marianne" was changed to "Carrie-Anne" so it wouldn't be totally obvious. The group didn't let on that the song was about Faithfull until 1995, when Graham Nash spilled the beans in a documentary.
In the song, the singer recalls the schoolyard days when he and Carrie Anne were friends, but she went for the older boys. Now their older and he tells her that although she's lost her charm, he's willing to "be her teacher" and take her on. By the end of the lesson, he's sure she'll be his girl.
Hollies members Allan Clarke, Tony Hicks and Graham Nash wrote this song and shared the lead vocals, with each taking a verse (Clarke, then Hicks, then Nash).
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