Carmen explained: "The song started with the solo. It started 4 bars at a time. Eventually, over a period of 2 months, that entire interlude had been written. Then my quest was to put this in the middle of an actual song. Then it was a matter of trying to figure out what kind of song and how could I do it. I was listening to Rachmaninoff's 2nd piano concerto (written in 1901) and I heard the melody which I used for the verse. Then I needed a chorus. I went back and listened to a song that I had written in 1973 called 'Let's Pretend' for the Raspberries. I just took those notes and took it from there. I thought, ''Let's Pretend' was a nice melody.' The song didn't go quite as far as I thought it should have. I'll go back and steal from myself for this."
Carmen used the same notes from "Let's Pretend" to open his song "The Way We Used To Be."
Carmen: "There's not nearly as much fuel in being happy as there is in being miserable. Being miserable is a great catalyst for songwriting, for me anyway. I'm constantly amazed at the amount of wonderful work that Mozart did during periods when he was fairly happy. His music during those periods reflects the happiness. On the other hand, I can't imagine that Rachmaninoff was happy when he was writing the second symphony and second piano concerto. I don't think the anguish and angst of those melodies comes out of being peachy keen."
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