This was written in England, probably sometime in 1968. Melanie had given a press conference and attended a party with English record company executives. She later described herself as extremely intimidated, fearing her lyrics would be over-analyzed and she would be dismissed as a "stupid American." One of the executives behaved in a way that confirmed her fears, demanding to know things about her personal life and motivations for her profession.
Melanie returned to her hotel room and wrote this song. The original version had 67 verses. She later referred to it in interviews as a "sad story" and an "evil" song, "gross and disgusting," featuring imagery such as "taking pieces of myself and putting them in formaldehyde." By the next day she was able to see the incident in perspective and shortened the lyrics, but said the England visit remained "nightmarish" in her mind, and described this as a "freaky" song that she did not like to sing often.