Songfacts®:

• Brian Wilson Reimagines Gershwin is the ninth studio album by Brian Wilson. The record consists of covers of ten George and Ira Gershwin songs, bookended by passages from Rhapsody in Blue along with two new songs completed from unfinished Gershwin fragments by Wilson with lyrics by the guitarist in his band, Scott Bennett.
• The Gershwin estate granted Wilson access to 104 unfinished Gershwin songs and fragments for the project to use for new material. Paul Mertens, the woodwind player in Wilson's band who acted as the project's musical director told Mojo magazine: "I think the music had been in written form and then somebody took all of these notes on the paper and just played it on the piano, a very basic realisation, with very little interpretation or style or verve, and recorded it onto a set of CDs. Some of them really were complete songs and some were very short, a single idea without a bridge or a lot of form. Melinda (Brian's wife) sat down with Brian and played CDs."
• Wilson found enough material for two new songs out of the fragments, this one and "The Like In I Love You ." The former Beach Boy told Mojo: "I kept saying no, no, no, and then yeah, that one, and finally we got two. I liked the way the harmonics were (in those two) and I liked the melodic ness of them. They're two very special songs." After his initial enthusiasm, Wilson became daunted by the whole idea, "I was scared to death that I wasn't going to be able to do it."
• Scott Bennett told Mojo that Wilson gave him no direction for this song's lyrics. He added: "Since the song started as a waltz, I originally had visions of a guy alone in the romantic city of Paris. Then, we decided that Paris was overused, especially since Gershwin had done American in Paris, so, I turned to my wife Jenny and said, 'This stuff has to be timeless, what's timeless?' And she said, 'Nothing but love.'"
• Mertens told Mojo how the song developed a rocking groove. "We have a completely different version of Nothing But Love - different lyrics, different key and ¾ time. Finally, after going through a lot of different lyric changes, sentimental to humorous, and trying different background vocal parts, Brian went, 'I don't dig waltzes, it's not my bag.' Evidently he came to the conclusion once we recorded the song, because at first he liked it. So I wrote a new chart in 4 and Brian described the kind of rocking groove that he wanted to try and the band threw down a new version."