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The original chords and melody for "Starless" were written by John Wetton, who intended the song to be the title track of the group's previous album "Starless and Bible Black". Robert Fripp and Bill Bruford initially disliked the song and declined to record it for that album. Instead the group chose an instrumental improvisation as the title track. However, "Starless" was later revived, its lyrics altered and a long instrumental section (based on a bass riff written by Bruford) added to it, and performed live between March and June 1974. For the "Red" recording sessions, the lyrics were again altered (with contributions by Richard Palmer-James). The introductory theme, originally played by David Cross, was taken over by the guitar, with Fripp making minor alterations to the melody. As the title "Starless and Bible Black" had already been used, the original title was shortened to "Starless".