Though this song first saw the light of day on Transformer, it dates back to Reed's band The Velvet Underground, and a version of the song recorded by The Velvet Underground surfaced on the Peel Slowly And See box set. That version is a much harder rocker than the version on Transformer, with a faster tempo, and without the piano line that dominates the later version. The lyrics are also different; "I've been told that you've been bold with Harry, Mark and John," Reed sings in the bridge. In the Velvets' take, the three cads came from a 19th century children's poem: Wynken, Blynken and Nod. "Best left forgotten," Reed explained of the original lyric in 1994. "I probably wanted to make sure I wasn't using a name that really meant something to me. I mean the song is about the worst kind of jealousy."
David Bowie, who used lots of space imagery in his own work, produced this track and sang backup vocals.
Regular Bowie sideman Mick Ronson played both piano and recorder on this track.
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