According to biographer Victor Bockris, inspiration for the song came about after Nico approached Reed after a show in 1965 saying, "Oh Lou, I'll be your mirror.

"[2] The song was a favorite of Reed's and The Velvet Underground & Nico engineer, Norman Dolph.

[6] Mentor and manager Andy Warhol suggested that the album have a built-in scratch in it so the line "I'll be your mirror" would repeat infinitely on a record player until the listener moved the needle themselves, but nothing ever came of this idea.

[5] A different mix of the song appears on the acetate cut of the Scepter Studios session, with an alternate track of more aggressive lead vocals by Nico.

The backing vocals that sing "reflect what you are" also are almost inaudible on this version of the song, and the guitar is louder.