Songfacts®:

• The story of a diva in the twilight of her career, "Duchess" was written as the second part of a 30-minute suite, which also included "Behind the Lines" (which Phil Collins would also cover on his Face Value solo album), "Guide Vocal," "Turn It On Again," "Duke's Travels" and "Duke's End." The suite tells the story of a rise and fall of a much-loved and tragic female superstar performer from the beginning of her career, to her time at the top, to her decline in fortunes. The original intention was for the suite to appear on a single side of the album until the band's concern of it being compared to the 23-minute "Supper's Ready" on Foxtrot persuaded them to separate the songs throughout the album.
• This song begins on a drum machine loop, the first instance of the band utilizing a drum machine.
• A group composition, keyboard player Tony Banks says that "Duchess" is his favorite track on the album. "It starts in a loose kind of way and then builds into a very concise pop song, then goes meandering again at the end," he explained in the Genesis: Sum of the Parts documentary.