"Starless" was originally written by Wetton, with the intent of it being the title track for "Starless and Bible Black". At the time, the piece consisted only of the vocal section of the song, and Wetton claims that it got a "cold reception" from both Robert Fripp and Bill Bruford. Later, an introductory theme was written by Robert Fripp and performed on violin by David Cross, and two additional sections were added after the vocal, one being contributed by Bruford. The final section reprises various themes from earlier in the song, and it also re-uses a bass part which was originally written for the song "Fracture". This early arrangement of "Fracture" can be heard on discs 1 and 25 of the "Starless" box set, as well as the standalone releases of their respective concerts. The lyrics went through several iterations, with one early verse later included by Wetton in "Caesar's Palace Blues," a song he would perform with U.K. Since the title "Starless and Bible Black" was already used for an improvisation on the group's previous album, the song's title was shortened to "Starless". On "Red", "Starless" is credited to the quartet, as well as lyricist Richard Palmer-James.