Unlike the rest of "Karn Evil", the Second Impression's instrumentation is primarily piano, bass, and drums with a solo by Emerson on a Minimoog set to imitate a steelpan. (Part of the solo very briefly quotes the main melody from Sonny Rollins's "St. Thomas".) This impression changes from an upbeat out-of-control tune to a slow interval and then picks up the pace with a structure similar to that of a sonata. It is allegedly about computers scheming against the humans, and the humans completely not suspecting this.