"Caroline, No" is a song by the American musician Brian Wilson that was released as his first solo record on March 7, 1966 and, two months later, reissued as the closing track on the Beach Boys' album Pet Sounds.

Musically, it is distinguished for its jazz chords and unusual combination of instruments, including bass flutes, 12-string electric guitar, and muted harpsichord.

Asher credited the impetus for the song partly to Wilson's disenchantment with his music career and with "sweet little girls" who grow up into "bitchy hardened adults".

Wilson produced the track in early 1966 at Western Studio with 12 session musicians who variously played harpsichord, flutes, guitars, basses, and vibraphone.

The album version was edited to include a non-musical tag consisting of the sounds of Wilson's dogs barking and a passing train.

[3] In his description, the protagonist is "thoroughly heartbroken and disillusioned" and "longs for a return to the youthful innocence, not the complexity of childhood – 'Wouldn't It Be Nice' in reverse.

According to Asher, the discussions that led to the song had revolved around "how wonderful it is when you first meet a girl and she looks great, and how terrible it is when you know you'll be breaking up at any moment.

"[10] Brian's 1991 memoir supports that the song had derived from his past infatuation with a high school classmate named Carol Mountain.

He writes, I'd reminisced to Tony about my high school crush on Carol Mountain and sighed, "If I saw her today, I'd probably think, God, she's lost something, because growing up does that to people."

We were young, Marilyn nearing twenty [sic] and me closing in on twenty-four, yet I thought we'd lost the innocence of our youth in the heavy seriousness of our lives.

"[20] In the autumn of 1966, months after the release of Pet Sounds, Wilson attempted to reconnect with Mountain, acting on the suggestion of friend Stanley Shapiro.

[25] Asher confirmed that his lyrics had been inspired by a former high school girlfriend, named Carol Amen,[26] who had moved to New York to become a Broadway dancer.

"[13] Bruce Johnston similarly denied that "Caroline" was a real person and said that the song was actually "directly about Brian himself and the death of a quality within him that was so vital.

[31] The latter recalls the technique used in "God Only Knows" but differs by not implying a single key as strongly as "Don't Talk (Put Your Head on My Shoulder)".

[32] The verses alternate between A♭Madd6 (or Fm65) and E♭m42 until the end of the section, with the appearance of a G♭ major chord (first as G♭M964 and then as G♭M9) that gives the piece a brief sense of tonal stability, but which pivots to the newly-tonicized D♭ bridge.

"[16] Granata referred to the arrangement as Wilson's "instrumental pinnacle" and cited the percussion as playing "a key role in extending the breezy feel of the performance", although "it's the flutes and [saxophone] that really make the difference, infusing the melody with an enchanting glow.

[37] Earlier takes featured an instrumental introduction before Wilson opted for the final arrangement: an empty Sparkletts water cooler jug struck from the bottom with a hard percussion mallet.

According to biographer Mark Dillon, the relevant documentation suggests that the members were available for recording and could have contributed to the song if Wilson had wished.

[40] During the mastering process, Wilson sped up the track by a semi-tone, following the advice of his father Murry, who thought that the vocal would benefit from sounding younger.

[43] A taped conversation from the session reveals that Wilson considered photographing a horse belonging to Carl in Western Studio 3 for the album cover.

[43] The Owl (SP 6461) was a Southern Pacific Railroad train that ran an overnight route between San Francisco and Los Angeles from 1898 to 1965.

"[49] Edwin Pouncey of The Wire describes the "atmospheric, evocative and lonesome-sounding" album tag as one of several notable "pop and rock musique concrète flirtations" from the period,[50] while Adam Webb of BBC Music deems it a "forlorn soundtrack".

"[20] Conversely, biographer Steven Gaines wrote that Capitol "knew it was not a hit" but released the song "to encourage Brian to complete the forthcoming album.

"[53] Asher recalled that the criticism Wilson received from his bandmates about the song not being "Beach Boys" enough was what prompted him to issue the single under his own name.

[33] Session musician Steve Douglas told an interviewer that he had been "really instigating" Wilson to issue the single as a solo record, a decision that ultimately "caused problems, man, I just can't tell you.

[58] Wilson was asked in 2001 if he would have issued Pet Sounds as a solo album had the single performed better, to which he responded, "Probably would've, yeah, but I didn't.

[61] In his self-described "unbiased" review of the album for Record Mirror, Norman Jopling praised the song as the LP's best track, "Very sad and very romantic.

"[62] Cash Box described the song as a "tender, slow-moving gentle ode about an unhappy fella who desperately wants to get back with his ex-gal.

[67] Biographer Peter Ames Carlin wrote that it "updated the mournful first line of 'Caroline, No' ... only with the voice of a seasoned veteran who knows that innocence and hope can be regained.

[33] The Beach Boys, accompanied by Timothy B. Schmit, remade the song with a new multi-part vocal arrangement for the 1996 album Stars and Stripes Vol.