The recording starts with a musique concrète introduction, a short collage of cocktail party noise, before launching into a stereotypical 1950s song structure. Whilst the basic backing track of guitar, acoustic piano, bass guitar, tenor saxophone and drums is relatively straightforward and traditional in form, other elements of the arrangement are quite bizarre and futuristic: Eno plays continual squalls of atonal oscillator noise from his Electronic Music StudiosVCS3synthesizer, whilst Ferry's lead vocal style is strikingly distraught and anguished in tone. The lead guitar and saxophone solos in the middle of the song also tend to cacophony. At the end of the song, each instrument is allowed a short solo break in turn; the sax mimics the trumpets from Richard Wagner's opera "the Valkyrie" and the bass guitar solo mimics the riff from the Beatles song "Day Tripper". Phil Manzanera's guitar part reverses the usual guitar pattern: he plays single-note lead guitar all through the song, with no rhythm chords, but his solo break consists only of rhythm chords.
The lyrics describe a man that likes the look of a woman, but is afraid to approach her. Ferry explained in an interview that Eno and MacKay's backing vocal chorus of "CPL 593H" was the number plate of the car in which the woman is riding. Ferry took inspiration from a personal experience - the number plate CPL 593H belonged to a car he previously owned, a blue 1970 Mini Clubman. After it had left his ownership he saw it parked in a street, and on going to look at it observed an attractive young woman get into the car and drive away. Thus, in true Ferry style, the song was indirectly about 'the girl'.