The arrangement is meant to evoke the desolation of Warsaw at the time of Bowie's visit in 1973. The mysterious lyrics and the piece of melody in the middle part of the song are based upon a recording of "Helokanie" by Polish folk choir Śląsk, although the lyrics are phonetical, not words in Polish. Bowie had purchased a recording of Śląsk performing the piece during a stopover in Warsaw.
The piece was developed using many of Eno's spontaneous and deeply experimental techniques, with Bowie choosing the creation of a texture over creating a piece that fit in context with his other songs. Resorting to Eno's techniques of "planned accidents," first a click track of 430 clicks was created by hand. From these clicks, a few were selected at random and catalogued. Eno and Bowie would each wait for their randomly selected clicks to sound, which would cue them to play randomly pre-determined chords. When the clicks were removed, the song's basic skeleton of chord changes remained, and the gaps were filled by their writing, with Eno on instrumentals and Bowie on vocals.
The result is a suggestive piece in four sections. The first section is sparse and mainly in octaves. Then at 1:17 the harmony fills out and the key changes to F# and the second section - the longest in the piece - starts. At 3:47 there is another striking key change, the texture thins out again and Bowie's vocal part starts. At 5:24 seconds the final section starts and this section basically comprises a repeat of a chunk of the second section.
All vocals were composed and performed entirely by Bowie, despite the presence of 110 voices. Eno remarked that despite his tendency to work slowly as his own synthesizer technician, Bowie managed to complete his portion of the track rather quickly, recording all his voices in 20 minutes.
It was used as a live opener on Bowie's Isolar II and Heathen tours. Rather than quickly delving deeply into loud rock music, the song was used to intentionally provoke the audience into a calm, holding them initially in deep suspense. Bowie's choice to maintain a low profile during 1978 was expressed through his entrance to the stage during this song, not singing, but simply sinking into the band and playing the Chamberlin until his cue to sing the lyrics.