Written in March 1967, but not released by Joni until 1969 on her "Clouds" album, it was inspired by a passage in "Henderson the Rain King", a 1959 novel by Saul Bellow. "I was reading Saul Bellow's Henderson the Rain King on a plane and early in the book Henderson the Rain King is also up in a plane. He's on his way to Africa and he looks down and sees these clouds. I put down the book, looked out the window and saw clouds too, and I immediately started writing the song. I had no idea that the song would become as popular as it did." However, shortly after Mitchell wrote the song, Judy Collins recorded the first commercially released version for her 1967 "Wildflowers" album. Mitchell disliked Collins' recording of the song, despite the publicity that its success generated for Mitchell's own career.