Written by band members Eric Stewart and Graham Gouldman. It is notable for its innovative and distinctive backing track, composed mostly of the band's multitracked vocals. Stewart spent three weeks recording Gouldman, Godley and Creme singing "ahhh" 16 times for each note of the chromatic scale, building up a "choir" of 48 voices for each note of the scale. The main problem facing the band was how to keep the vocal notes going for an infinite length of time, but Creme suggested that they could get around this issue by using tape loops. Stewart created loops of about 12 feet in length by feeding the loop at one end though the tape heads of the stereo recorder in the studio, and at the other end through a capstan roller fixed to the top of a microphone stand, and tensioned the tape. By creating long loops the 'blip' caused by the splice in each tape loop could be drowned out by the rest of the backing track, providing that the blips in each loop did not coincide with each other. Having created twelve tape loops for each of the 12 notes of the chromatic scale, Stewart played each loop through a separate channel of the mixing desk. This effectively turned the mixing desk into a musical instrument complete with all the notes of the chromatic scale, which the four members together then "played", fading up three or four channels at a time to create "chords" for the song's melody. Stewart had put gaffer's tape across the bottom of each channel, which meant it was impossible to completely fade down the tracks for each note; this resulted in the constant background hiss of vocals heard throughout the song. Composer and music theory professor Thomas MacFarlane considered the resulting "ethereal voices" with distorted synthesized effects that are an example of early synclavier music to be a major influence on Billy Joel's hit ballad "Just the Way You Are", released two years later. A basic guide track was recorded first in order to help create the melody using the vocals, but the proper instrumentation was added after the vocals had been recorded. In keeping with Godley's idea to focus on the voices, only a few instruments were used: a Fender Rhodes electric piano played by Stewart, a Gibson 335 electric guitar played by Gouldman for the rhythm melody, and a bass drum sound played by Godley on a Moog synthesizer which Creme had recently purchased and learnt how to program. The drum sound that was created was very soft and more akin to a heartbeat, in order not to overpower the rest of the track. Creme played piano during the bridge and the middle eight, where it replicated the melody of lyrics that had been discarded. The middle eight is also the only part of the song that contains a bass guitar line, played by Gouldman. A toy music box was recorded and double tracked out of phase for the middle eight and the outro. Once the musical backing had been completed Stewart recorded the lead vocal and Godley and Creme the backing vocals, but even though the song was finished Godley felt it was still lacking something. Stewart said, "Lol remembered he had said something into the grand piano mics when he was laying down the solos. He'd said 'Be quiet, big boys don't cry' — heaven knows why, but I soloed it and we all agreed that the idea sounded very interesting if we could just find the right voice to speak the words. Just at that point the door to the control room opened and our secretary Kathy [Redfern] looked in and whispered 'Eric, sorry to bother you. There's a telephone call for you.' Lol jumped up and said 'That's the voice, her voice is perfect!'." The group agreed that Redfern was the ideal person, but Redfern was unconvinced and had to be coaxed into recording her vocal contribution, using the same whispered voice that she had used when entering the control room. These whispered lyrics would later serve as the inspiration for the name of the 1980s band Boys Don't Cry.