It is one of the few songs where May uses a guitar other than his Red Special. For the rhythm guitar parts he used an electric Burns twelve string guitar (although he used the Red Special for the second guitar solo in the middle section of the track). Originally May wanted to use a Rickenbacker guitar (as he admired John Lennon), but he didn't get along well with the Rickenbacker's thin neck.
The song has a sad tone, describing that "for every star in heaven / there's a sad soul here today," and an overall sense of melancholic nostalgia lies over the song. It is similar in feel to the song '39 from A Night at the Opera, although without the folk influence.