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Red was made by a core 3-piece of Fripp, Wetton bass and vocals and Bill Bruford drums. Starless is a formally more complex piece, in three sections. The first is essentially a ballad, written and sung by Wetton. After Cross left the group at the beginning of the sessions, Fripp inherited and adapted it. The revived Wetton composition was paired with an evil-sounding bass riff by Bruford in — what else? Never let a prog drummer write your tunes unless you enjoy counting. Sundown dazzling day Gold through my eyes But my eyes turned within Only see Starless and bible black. This is not uncharted territory for pop music. But Starless seems to be working on a bigger canvas than either of those precedents. Starless presents an apocalyptic, blasted-heath landscape, where something unimaginably terrible, possibly something world-ending, is about to happen.
It is the final track on their seventh studio album, Red , released on 6 October The original chords and melody for "Starless" were written by John Wetton, who intended the song to be the title track of the group's previous album Starless and Bible Black. However, "Starless" was later revived, its lyrics altered and a long instrumental section based on a bass riff written by Bruford  added to it, and performed live between March and June For the Red recording sessions, the lyrics were again altered with contributions by Richard Palmer-James.
Much of the album was recorded live, but edited and blended with studio material. King Crimson's previous album, Larks' Tongues in Aspic on which they had moved decisively away from a more traditional progressive rock sound drawing on American jazz, and towards the influence of European free improvisation [ citation needed ] , had been recorded by a quintet lineup of the band, including experimental percussionist Jamie Muir. Early in , Muir abruptly left the band — ostensibly due to an onstage injury, but in fact due to an overwhelming spiritual need to retreat from music and spend time in a monastery something which was not communicated to his bandmates according to the liner notes for the Portsmouth Guildhall show in the Complete Recordings box set. The band's drummer, Bill Bruford, absorbed Muir's percussion role in addition to his own kit drumming, and the band continued to tour as a quartet. These upheavals and the pressure of touring left King Crimson short of new written material when it came to the time to record their next album. Having increased their level of onstage improvisation during recent tours, the band opted to take advantage of this to solve the problem. The only songs recorded entirely in the studio were the first two tracks, "The Great Deceiver" and "Lament". Also recorded at the Concertgebouw was the introduction to "The Night Watch" the band's Mellotron broke down at the start of the next section, meaning that the remainder of the song needed to be recorded in the studio and dubbed in later.