Lou Reed wrote this on a Sunday morning around 6 a.m. Andy Warhol, who helped finance the album, suggested he write a song about the paranoia associated with the effects of a drug wearing off.
Reed wrote this for Nico but then decided not to let the German ex-model sing it. Instead he impersonated her himself.
The production on this song is more lavish than the other tracks on the album. It was intended for release as a single and they wanted to make it radio friendly.
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