Today’s classic song of the day is the beautiful “Caroline No,” originally released as a single by Brian Wilson but credited to the Beach Boys on their legendary Pet Sounds album. The single version, released in March of 1966, peaked at #32 on the Billboard Hot 100 (a disappointment compared with previous Beach Boy hits); on Pet Sounds, “Caroline No” was the album closer, the final track on side two of the LP.
Brian Wilson wrote “Caroline No” with lyricist Tony Asher, who wrote most of the lyrics for the songs on the Pet Sounds album. Asher says the title came from his former girlfriend, Carol Amen; the title started out as “Carol, I Know” but Brian misheard it as “Caroline No” and things went on from the there.
Brian remembers the song being about another Carol, a girl named Carol Mountain who he had a crush on back in high school. In his own words:
“I’d reminisced to Tony about my high school crush on Carol Mountain and sighed, ‘If I saw her today, I’d probably think, God, she’s lost something, because growing up does that to people.’ But the song was most influenced by the changes [my first wife] Marilyn and I had gone through. We were young, Marilyn nearing twenty and me closing in on twenty-four, yet I thought we’d lost the innocence of our youth in the heavy seriousness of our lives.”
The song is, indeed, about growing up and innocence lost. As the lyrics state:
Where did your long hair go?
Where is the girl I used to know?
How could you lose that happy glow?
Oh, Caroline, no
Who took that look away?
I remember how you used to say
You’d never change, but that’s not true
Oh, Caroline, youBreak my heart
I want to go and cry
It’s so sad to watch a sweet thing die
Oh, Caroline, whyCould I ever find in you again
Things that made me love you so much then?
Could we ever bring ’em back once they have gone
Oh, Caroline, no
The instrumental tracks for “Caroline No” were recorded at L.A.’s Western Studio on January 31, 1966. Brian employed a veritable army of studio musicians, including Al De Lory on harpsichord (using the lute stop), Barney Kessel on acoustic guitar, Glen Campbell on 12-string electric guitar, Carol Kaye on 12-string electric guitar and Danelectro electric bass, Lyle Ritz on acoustic bass, Frank Capp on vibes, Steve Douglass on sax and tambourine, Bill Green on flute and bass flute, Jim Horn and Plas Johnson on alto flutes, Jay Migliori on bass flute, and Hal Blaine on drums. Hal also supplied the unique accents that kick off the track by hitting an empty Sparklett’s water jug with a mallet. Brian sped up the final recording just a tinch to raise the pitch a half-step, to make his voice sound more youthful.
Musically, “Caroline No” is a brilliant composition. There’s not a single simple triad anywhere in the song; it’s all extended and complex chords throughout. The verse goes Dm7/C – Em7/G – Dm7/C – Em7/G – Gm7 – Gm7/C – Fmaj9/C – Fmaj9, which is real interesting. The chorus changes the total center a tad, going Cmaj7 – Bm7-5 – E7-9 – Am7 – Fm6/Ab, which is also very interesting. Melodically, “Caroline No” is full of accidentals and huge interval leaps that make it challenging to sing. It’s not your normal four chords and a cloud of dust pop song, for sure—greatly enhanced by Brian’s innovative flute-heavy orchestration.
It says something about Pet Sounds that “Caroline No,” as good as it is, is only the third-best song on the album. (The top two are arguably “God Only Knows” and “Wouldn’t It Be Nice,” both previous classic songs of the day.) Brian himself called “Caroline No” “probably the best [song] I’ve ever written” and his favorite song on the album. All I can say is that the world is better off for Brian Wilson, for Pet Sounds, and for “Caroline No.” That cannot be denied.
