Co-produced by Bowie and Ken Scott, it featured Rick Wakeman on piano and the musicians who would later become known as the Spiders from Mars—Mick Ronson, Trevor Bolder and Mick Woodmansey.

Several artists have covered the song, including Australian singer Butterfly Boucher for the 2004 film Shrek 2, whose version featured new vocals from Bowie.

After completing a promotional tour of America in early 1971, David Bowie returned to his home at Haddon Hall in Beckenham, London, and began writing songs.

In total, Bowie composed over three-dozen songs there, many of which would appear on his next album Hunky Dory and its follow-up The Rise and Fall of Ziggy Stardust and the Spiders from Mars.

Featuring Bowie on vocals and piano, the multitracked demo contained different lyrics from the final recording and remained unreleased until 2022, when it was included on the multi-disc box set Divine Symmetry: The Journey to Hunky Dory.

[3][4][5] Co-produced by Bowie and Ken Scott, he recorded it with pianist Rick Wakeman and the musicians who would later become known as the Spiders from Mars—Mick Ronson (guitar), Trevor Bolder (bass) and Mick Woodmansey (drums).

[3] According to the author Peter Doggett, Bowie did not know the chord changes on guitar or piano, but "he followed his fingers as they crept, slowly up and down the keyboard, augmenting familiar shapes or simply reproducing them a step or two along the ivories.

"[5] Played by piano, saxophone, bass and strings, the riff is an eighth note melody that Doggett describes as a rising "diatonic major descent".

"[18] At this point in his career, Bowie was frequently being told how to musically progress by his managers and labels, leading him to experiment with genres such as folk, hard rock and soul.

", "Changes" was a response to Frank Sinatra's "My Way"; the biographer David Buckley cites the line "turn and face the strange" as "not a valedictory farewell, but a prophetic hello.

"[19] According to Buckley, the phrase 'strange fascination' "not only embodies a continued quest for the new and the bizarre but also carries with it the force of compulsion, the notion of having to change to stay afloat artistically.

"[22] The first verse elucidates the three most important components in Bowie's quest for stardom: the themes of identity, the "mutability" of character" and a "sense of play" in both first and third person, signaling the creation of Ziggy Stardust.

"[4] In Rolling Stone's contemporary review of Hunky Dory, John Mendelsohn acknowledged this, considering "Changes" to be "construed as a young man's attempt to reckon how he'll react when it's his time to be on the maligned side of the generation schism.

It was not until the success of Bowie's following album The Rise and Fall of Ziggy Stardust and the Spiders from Mars (1972) that recognition was brought upon Hunky Dory and "Changes", which according to Pegg quickly became a "turntable favorite" and "embedded" itself into the "pop-culture psyche".

[37] "Changes" was met with positive reviews from music critics on release, with Billboard magazine naming it one of the strongest songs on the album.

"[40] Reviewing Hunky Dory, Danny Halloway of NME called "Changes" a "fantastic pop song", describing it as Bowie's "life story".

[4] The author Paul Trynka writes that even though the song was not a commercial success initially, it would "energize a group of believers, who helped their golden boy ascend to fame over the months that followed.

He concludes saying: "The descending chords of the bass hint at that particular glam rock element's incipient dominance, while Ken Scott's production and Mick Ronson's excellent string arrangement – not to mention Bowie's own winning sax part – complete the package.

[46] In The Guardian, Alexis Petridis voted it number 15 in his list of Bowie's 50 greatest songs in 2020, calling it a "perfectly written, irresistible mission statement that few heeded at the time.

[48][49][50] In another 2016 list ranking every Bowie single from worst to best, Ultimate Classic Rock placed "Changes" at number two, behind "'Heroes'", calling it "a pre-'Ziggy' burst of pop exuberance that still shines".

[19][57] Doggett also notes that "Changes" is a "statement of purpose": it was the first track on Hunky Dory, the first time his audience had heard of him since The Man Who Sold the World (1970), and his previous hard rock and metallic sound was not present.

Furthermore, he states that the song was unlike "Space Oddity" and its parent album, but rather "pure, unashamedly melodic, gleefully commercial, gorgeously mellifluous pop.

[60][61] Another previously unreleased performance from Boston Music Hall on 1 October 1972 was released in 1989 on the original Sound + Vision Plus box set and on the 2003 reissue of his 1973 album Aladdin Sane.

[83] In 2004, a new version of "Changes" by the Australian artist Butterfly Boucher, featuring Bowie on additional vocals, was recorded for the soundtrack of the animated film Shrek 2.

Boucher, who was commissioned by the film's studio to provide a song, sent a recording of "Changes" to Bowie in December 2003 during his A Reality Tour, requesting additional backing vocals from the artist.

[3][4] That same year, the Brazilian singer Seu Jorge recorded a Portuguese version for the Wes Anderson film The Life Aquatic with Steve Zissou.

[4] An alternative mix of "Changes" by Ken Scott was released in December 2021 to celebrate the 50th anniversary of Hunky Dory, accompanied by a new lyric video.

It was those things that led me to try a new mix, trying for a slightly harder, more contemporary edge to it.The 2021 remix was also included on the 2022 box set Divine Symmetry: The Journey to Hunky Dory.