Songfacts®:

• "Femme Fatale" was written by Lou Reed and originally recorded by The Velvet Underground for their 1967 debut album, The Velvet Underground & Nico, with lead vocals by Nico. Reed wrote it at the direct request of Andy Warhol, who wanted a song about his Factory superstar Edie Sedgwick. The title came straight from Warhol himself. According to Reed, Warhol said of Sedgwick: "Oh, don't you think she's a femme fatale, Lou?"
• The term femme fatale (French: "deadly woman") describes an alluring, seductive woman who brings ruin to men who fall for her, a fitting frame for Sedgwick, whose charisma and volatility made her both magnetic and destructive. The lyrics reinforce this archetype:
  
  She builds you up to just put you down, what a clown
• By the time Big Star came to record the song for their fractured Third album (later reissued as Third/Sister Lovers in 1985) the band was coming apart at the seams. The 1974 sessions found Alex Chilton and drummer Jody Stephens essentially holding the pieces together, backed by a rotating cast of Memphis players. The album is a document of Chilton's psychological unraveling fueled by drugs, alcohol, and the collapse of the band's dreams of stardom.
• Stax guitarist Steve Cropper played guitar on this one. "I had an office at Ardent, and while I was there they said, 'Would you play on this track for us?'" he recalled to Uncut magazine. "All I did was do an overdub; it just happened that it turned out to be a great song. You know, what goes around comes around, and it usually comes around. So be careful what you play on, be careful what you say, because it's going to come back to you one day!"
• One of the most distinctive elements of Big Star's version is the French-language counterpoint vocal on the chorus. This was sung by Lesa Aldridge, Alex Chilton's girlfriend at the time, who lushly sings "Elle est une femme fatale" ("She is a femme fatale") as a hook. Lesa's vocals were wiped from the final versions of most tracks on Third, but her performance on "Femme Fatale" survived, making it the one track where her contribution was preserved.
• Third/Sister Lovers is widely regarded as one of rock's great troubled masterpieces: a raw, emotionally exposed record made by a disintegrating band. "Femme Fatale" sits as a moment of relative calm and beauty amid the album's chaos, much as the original did on The Velvet Underground & Nico, where it contrasted sharply with the abrasive "I'm Waiting For The Man."