Caroline, No

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

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 partly to Wilson's disenchantment with his music career and 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 semitone 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".

"Caroline, No" was written by Brian Wilson and Tony Asher, possibly within a few days of writing "Wouldn't It Be Nice". Although Wilson claimed that Asher only provided the words to his music, Asher credited himself with contributing musical ideas to at least three songs on Pet Sounds, including "Caroline, No". He credited Wilson with the subject matter, however, as "he'd always wanted to write a song about lost innocence, a young girl who changes as she matures and somehow, something's lost." Wilson's 2016 memoir describes "Caroline, No" both as "a new song [Tony had been] working on" and a song on which Wilson "wrote the music". His 1991 memoir says that after discussing the proposed lyric theme, Asher "took a tape home, embellished on my concept, and completed the words."

Asher initially conceived the title phrase as "Carol, I Know". When spoken, however, Wilson heard this as "Caroline, No". After the confusion was resolved, the pair decided to keep the new title, feeling that it had brought an especially poignant quality to the song.

["Caroline No"] is a story about how, once you've fucked up or once you've run your gamut with a chick, there's no way to get it back. It takes a lot of courage to do that sometimes in your life. ... I just felt sad, so I wrote a sad song.

The lyrics describe a man who reflects on his former love interest and the loss of her innocence, asking, "Where did your long hair go? Where is the girl I used to know? How could you lose that happy glow?" At the end of the song, the singer asks if they could ever work together to bring back "the things that made me love you so much then", before pleading, "Oh, Caroline, no".