Caroline, No

"Caroline, No" is a song by the American musician Brian Wilson that was released as his first solo record on March 7, 1966 and, two months later, included as the closing track on the Beach Boys' album Pet Sounds. Written with Tony Asher, the lyrics describe a disillusioned man who reflects on his former love interest and the pain of someone changing. Musically, it is distinguished for its jazz chords and unusual combination of instruments, including bass flutes, 12-string electric guitar, and muted harpsichord. The words were inspired by a past girlfriend of Asher's named Carol Amen.