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.
Songs and sound. Guitars and stuff.
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. The introductory theme, originally played by David Cross , was taken over by the guitar, with Fripp making minor alterations to the melody. The piece is 12 minutes and 15 seconds in length, the longest on the Red album. It starts with mellotron strings, electric guitar and a saxophone.
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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.