Stephanie Says

This song demonstrates a sensitive side of Lou Reed's songwriting. Like many of Reed's songs, the lyrics are rather complicated, but they seem to be about a girl who was once very restricted, but escaped and moved on to another life. As she reflects on what once was, she becomes depressed about her life.

As written in The Velvet Underground: An Illustrated History of a Walk on the Wild Side, this is one of three final songs recorded by the Velvet Underground's seminal line-up of Lou Reed, Sterling Morrison, John Cale, and Maureen Tucker. Tucker had taken maternity leave and came back with family commitments interfering with her career; Reed and Cale continued to feud, and the group members also had clashes with their manager, Sesnick. Combined tensions with the lack of radio support in New York, lack of chart recognition, and lack of money spelled the last days of the Velvet Underground. The three final songs recorded were "Stephanie Says" and "Temptation Inside Your Heart," in February of 1968 at New York's A&R Studios, and "Hey Mr. Rain" at T.T.G. Studios in Los Angeles, in May of 1968.

This song was covered by Lee Ranaldo of Sonic Youth, in the 1994 album Fifteen Minutes: A Tribute to the Velvet Underground.