Apple wrote the song for an ex-boyfriend of hers. The guy dated her sister's best friend and lost his virginity in Fiona's bed to this girl. He didn't pay much attention to Fiona until much later. Fiona wrote "Pale September" after they had broken up. Later, she spoke to him and told him about the song in what she described as a "nice" conversation.
This is one of more jazz-inflected songs on Tidal, Apple's debut album. The lyric is rather poetic, with lines like: As the embers of the summer lost their breath and disappeared My heart went cold and only hollow rhythms resounded from within Many were surprised to learn that Apple was just 18 when the album was released - her songs seemed much older than she was.
Apple was never in a band, so when she recorded Tidal, it was with various session musicians. On this one, the British musician Sara Lee played bass; Matt Chamberlain, once a member of Pearl Jam, played drums; and Jon Brion, who later produced Apple, played vibraphone and tack piano.
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