This is written from the viewpoint of a person who is depressed; he wants everything to turn black to match his mood. There was no specific inspiration for the lyrics. When asked at the time why he wrote a song about death, Mick Jagger replied: "I don't know. It's been done before. It's not an original thought by any means. It all depends on how you do it."

The song seems to be about a lover who died: "I see a line of cars and they're all painted black" - The hearse and limos. "With flowers and my love both never to come back" - The flowers from the funeral and her in the hearse. He talks about his heart being black because of his loss. "I could not foresee this thing happening to you" - It was an unexpected and sudden death. "If I look hard enough into the setting sun, my love will laugh with me before the morning comes" - This refers to her in Heaven.

The Rolling Stones wrote this as a much slower, conventional soul song. When Bill Wyman began fooling around on the organ during the session doing a takeoff of their original as a spoof of music played at Jewish weddings. Co-manager Eric Easton (who had been an organist), and Charlie Watts joined in and improvised a double-time drum pattern, echoing the rhythm heard in some Middle Eastern dances. This new more upbeat rhythm was then used in the recording as a counterpoint to the morbid lyrics.