"Caroline, No" is a song written by Brian Wilson and Tony Asher, recorded during the Pet Sounds sessions. It was released as a solo Brian Wilson single in March 1966 in advance of the album's release. The single was only a modest success, reaching #32 on Billboard's Hot 100 in April 1966. Later in the year it appeared on The Beach Boys' Pet Sounds album , although Brian Wilson was the only member of the band to appear on the track. The song may have been inspired by a former girlfriend of lyricist Tony Asher, who had moved to New York and cut her hair. In high school, Wilson became obsessed with Carol Mountain, a classmate and unrequited love interest. The song was initially written as "Carol, I Know". When spoken, however, Brian Wilson heard this as "Caroline, No." After the confusion was resolved, the pair decided to keep the new title, feeling that it brought a poignant earnestness to the song's sad melody.
The song's backing track was recorded on January 31, 1966, at Western Recorders in Hollywood, Los Angeles, California. Wilson produced the session, with Chuck Britz as the engineer. As with the rest of the Pet Sounds backing tracks, Wilson employed players from a select group of southern California session musicians who were later nicknamed The Wrecking Crew. None of the other Beach Boys appeared on the record. Wilson chose the session players because of their work with Phil Spector. Although The Wrecking Crew were primarily younger musicians, most were formally trained and already veterans of session playing. After Brian Wilson's double-tracked vocals were overdubbed, the entire recording was sped up by a half step. This was done at the suggestion of Brian Wilson's father Murry. Although Murry was no longer managing the Beach Boys, it is often speculated that Brian Wilson was pressured into this decision. Brian, however, maintains that he preferred the "sweeter" sound of the sped-up version. Brian later stated, "'Caroline, No' was my favorite on the album, the prettiest ballad I've ever sung. Awfully pretty song. The melody and the chords were like Glenn Miller...a Glenn Miller-type bridge. The fade-out was like a 1944 kind of record...Listen for the flutes in the fadeout."
On the Pet Sounds LP, the sound of a passing train can be heard at the end of "Caroline, No", accompanied by barking from Brian's dogs, Banana and Louie. In the late 1990s, it was "rediscovered" that the train sound effect came from a sound effects LP titled Mister D's Machine, recorded in 1963 by Brad Miller. The album featured then-current recordings of various trains around the Southern Pacific system. The sounds that were lifted for the end of the Pet Sounds album were that of Train #58, "The Owl", speeding through Edison, California, at 70 mph. The sound effects (minus Banana and Louie, of course) are in true stereo on the original effects album. They appeared in mono on Pet Sounds, but were not remixed into stereo with the rest of the album in 1996.
"Caroline, No" was Brian Wilson's first solo single, released on Capitol Records on March 7, 1966. Although Brian Wilson was the driving force behind The Beach Boys at the time, the solo release of "Caroline, No" was perhaps his first official recognition as an individual outside the band. However, it was also released on The Beach Boys' Pet Sounds album (as well as on subsequent Beach Boys compilation albums), where it is credited as a Beach Boys recording, even though Brian Wilson is the only Beach Boy performing on the record. The song was named at #211 in Rolling Stone magazine's list of The 500 Greatest Songs of All Time.
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