"Towers of London" is a tribute to the workers who constructed Victorian era London. It is one of the few XTC songs that modulates key, which was unintentional, and one of the few XTC recordings that necessitated an edit on Chambers' drum performance. The music stemmed from Partridge "subconsciously" trying to rewrite the Beatles' "Rain", desiring "clangorous guitars crashing together, and sort of droning." At the beginning of the recording, Lillywhite is heard saying "take-a-hundred-and-three", followed by the same phrase echoed by Chambers and Partridge, who are imitating the voice of Ian Reid. This was one of the band's running jokes during sessions.