In a 2018 interview with Shindig magazine, Marty Balin said that he wrote this song after smoking a joint with Paul Butterfield. "I was in my room and I tell you, I couldn't find my legs," Balin said of that smoke session. "I got up and went to the guitar. Bam! In five minutes the song came out." Balin rushed to the studio where he found Jerry Garcia and Jack Cassidy. He asked them to play and asked the sound engineer to start the tape. They did the song in a single take. Balin didn't think any more of the song, because it was so soft that it couldn't be played live, but it went on to become one of Airplane's fan favorites.
When performing this live with Jefferson Starship, singer Marty Balin almost always introduced the song with a reference to the Surrealistic Pillow sessions, mentioning Jerry Garcia as having played the guitar parts on the original studio version.
Grace Slick played the recorder on this.
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