The lyrics express the author's discontent with the present and his yearning for a former love named Marianne, whose memory is strongly evoked by an old familiar song. In an interview Scholz was asked, "Who is Marianne?" He replied, "There actually is a Marianne. She wasn't my girlfriend." He explained that when he was 8 or 9 years old he had a much older cousin who he thought was the most beautiful girl he had ever seen and that he was "secretly in love" with her (laughs). But he has also stated that the lyrics were inspired by his emotions after a school love affair ended, and were influenced by the lyrics of the Left Banke song "Walk Away Renee." "Maximum Guitar" author Andy Aledort pointed out that the guitar chord progression of G-D/F#-Em7-D that follows the line "I see my Marianne walking away" also comes from "Walk Away Renee." Aledort also explains that the guitar solo is unusual in that it incorporates mordents and inverted mordents, which are more typically used in baroque music.