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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."
The English Goth band The Sisters of Mercy took their name from this song partly because of its inclusion in McCabe & Mrs. Miller.
Former teen idol Dion covered this on his 1968 self-titled comeback album.
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