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Cohen penned this song as a tribute to two girls that he shared a hotel room with during a snowstorm in Edmonton, Canada. In the April, 1993 issue of Song Talk, he explained: "That's the only song I wrote in one sitting. The melody I had worked on for some time. I didn't really know what the song was. I remember that my mother had liked it.
Then I was in Edmonton, which is one of our largest northern cities, and there was a snowstorm and I found myself in a vestibule with two young hitch-hiking women who didn't have a place to stay. I invited them back to my little hotel room and there was a big double bed and they went to sleep in it immediately. They were exhausted by the storm and cold. And I sat in this stuffed chair inside the window beside the Saskatchewan River. And while they were sleeping I wrote the lyrics. And that never happened to me before. And I think it must be wonderful to be that kind of writer. It must be wonderful. Because I just wrote the lines with a few revisions and when they awakened I sang it to them. And it has never happened to me like that before. Or since."
This was used in the 1971 Robert Altman film McCabe & Mrs. Miller, along with two other songs from the same album, "Winter Lady" and "The Stranger Song."
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