Caroline, No
"Caroline, No" is a song by American musician Brian Wilson that was released as his debut solo record on March 7, 1966. Written with Tony Asher, the lyrics describe a disillusioned man who reflects on his aged, former love interest and the loss of her innocence. Musically, it is distinguished for its jazz chords and unusual combination of instruments, including bass flutes, 12-string electric guitar, and muted harpsichord. It later appeared as the closing track on the Beach Boys' album "Pet Sounds".

The words were inspired by a past girlfriend of Asher's named Carol Amen. He initially conceived the title phrase as "Carol, I Know", misheard by Wilson as "Caroline, No". Other reports, which Wilson disputed, variously suggest that the song was written about himself, his former schoolmate Carol Mountain, or his then-wife Marilyn. Asher credited the impetus for the song to Wilson's disappointment with "sweet little girls" who grow up into "bitchy hardened adults"

Wilson produced the track in early 1966 at Western Studio with 12 session musicians who variously played harpsichord, flutes, guitars, basses, and vibraphone. Some of the percussion involved an empty water cooler jug struck from the bottom with a mallet. Wilson sped up the mix by one semi-tone to make his voice sound younger. The album version was edited to include a non-musical tag consisting of the sounds of Wilson's dogs barking and a passing train.

"Caroline, No", issued with the B-side "Summer Means New Love", peaked at number 32 in the US and failed to chart in the UK. To mitigate the poor sales, Capitol quickly issued "Sloop John B" as the Beach Boys' next single. Wilson later cited "Caroline, No" as his favorite track on "Pet Sounds" and among the finest songs he ever wrote. In 2004, it was ranked number 214 in "Rolling Stone"s list of "The 500 Greatest Songs of All Time". Timothy B. Schmit, Elliot Easton, Eric Carmen, They Might Be Giants, and Glenn Frey are among the artists who have covered the song.
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Brian Wilson
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Tony Asher
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Glenn Frey
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Caroline, No
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Caroline, No
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