Opening with a captivating piano part, "Memory Motel" is based around a variation on the classic chord progression that also gave us Richie Valens' "Donna" and the Beach Boys' "Surfer Girl." Later in the song, the Rolling Stones even add nostalgic-sounding, doo wop-inspired "sha-la-la"s. The chords set the heavy-hearted tone. The song is a sprawling, epic ballad, offering snapshots from Mick Jagger (as narrator) on the road in America. Using such vivid images as "She drove a pickup truck painted green and blue/The tires were wearing thin/She'd done a mile or two," Jagger paints a dreamy picture of a man entangled in the snares of romance, casual and serious simultaneously. The title image is inspired by a motel in Montauk on Long Island, NY, actually called Memory Motel, a happening little hangout in the seaside town where the Rolling Stones were based over a summer spent rehearsing at Andy Warhol's estate. Jagger seems enchanted by the "peachy kind of girl," who plays him a song on guitar that goes "you're just a memory," serving as the chorus of "Memory Motel." But ultimately the song only reminds him of the ex-lover who the singer claims is just a memory. He clearly still carries a torch for her: "every woman seems to fade out of my mind," and "I keep on feeling that gnawing in my bones." Like the 1976 album Black and Blue's other ballad, "Fool to Cry," and the 1978 song "Miss You," we get a picture of Jagger that is at odds with his public persona as a partying bon vivant, a posing rock star who is all show. Jagger, at least as narrator in these songs, comes across as a brooding introvert, one who needs his friends to shake him out of his melancholy: "What's all this laughter on the 22nd floor?/It's just some friends of mine and they're busting down the door." "Memory Motel" has the feel of a real collaboration between Jagger and Keith Richards, who wrote the interlude he sings solo: "She's got a mind of her own." Jagger plays the lovely acoustic piano while Richards plays a Fender Rhodes electric piano. The recording on Black and Blue features some other great vintage '70s keyboard sounds, including a synthesized-string ensemble. Acoustic guitar work was done by Wayne Perkins, an American guitarist who was informally auditioning for the job left vacant by the departing Mick Taylor and ultimately filled by Ron Wood. On their late-'90s tours, the Stones pulled out some old numbers, including "Memory Motel," which was often the top request by fans using a polling system at the Stones' website. There is a version from the Bridges to Babylon tour that was released on No Security (1998) which features a duet between Jagger and Dave Matthews, who takes the whole second verse and sounds dreadfully out of place, his odd vocal style lacking any of the soul necessary to the song. This is particularly evident when sandwiched between the vocals of Jagger and Richards.