This is arguably the strongest track on the magnificent but sadly unappreciated debut album ...As Midnight Approaches.
According to vocalist and lyricist Noel Jones in a 2009 interview with Songfacts: "'Frightened Children' is about the threat of war and the main influence on the words were the opening titles to a TV series called The World At War where grainy images of faces (some children) would melt away like a transparency slide in a fire, only to reveal another which would in turn melt away. Jeff must have used the sample of children's voices from a sound effect disc, and I seem to recognize the sample as being that used at the end of 'Phaedra' by Tangerine Dream. Again significant in this sample is what sounds like a timid voice singing 'Ring-A-Ring-A-Roses' which is a nursery rhyme that commemorates a disease... that killed many children. 'Atishoo! Atishoo! We all fall down' recalls the symptoms and the falling down is death. Another little voice in the sample asks 'Will you catch me?', which could be construed as a plea to be saved from impending death in this case."
The last track on the album, this runs to a shade over eight and a half minutes, and plays out with an extended solo by lead guitarist Simon Pengilly.
Suggestion credit: Alexander Baron - London, England, for above 2