Songfacts®:

• This two-part, 10-minute R&B odyssey finds Ocean singing of both ancient Egypt and the present day. The song begins with a dream of the ancient Egyptian pharaoh Cleopatra and her ultimate betrayal. It switches to another doomed romance between the unemployed protagonist and his lonely strip club worker girlfriend, whom he calls Cleopatra. She lives in a sleazy room and works at club called The Pyramid. By the end of the song, the protagonist comes to a stark realization that her "love ain't free no more."
• This was released as the second single from Ocean's debut album, Channel Orange. The tracks are a collection of fictitious tales, some inspired by two relationships Ocean was part of.
  
  "The work is the work," he told The New York Times. "The work is not me. I like the anonymity that directors can have about their films. Even though it's my voice, I'm a storyteller." Accordingly, his name is not on the album cover.
• Large parts of Channel Orange were laid down at Eastwest Studio in Hollywood, in rooms where the Beach Boys and Frank Sinatra recorded many years previously, and some of the equipment remains unchanged. Ocean produced the album primarily by himself with help from his close friend, writer/producer Malay, who co-wrote this song with Ocean. In what is surely a first for the canine world, Everest, Ocean's Bernese Mountain Dog, is credited as the executive producer.
• The character of the pimp being provided for by his stripper girlfriend is rooted in real life. "I have actual pimps in my family in LA," Ocean revealed to UK newspaper The Guardian. "It was fantasy built off that dynamic... but you can only write what you know to a point."
• The jazzy guitar solo is performed by John Mayer. The singer-songwriter also appears in the song's music video as Ocean's companion during his vision quest.
• The song's music video was directed by Nabil Elderkin, who has worked with Ocean on his "Novacane" and "Swim Good" clips. "Basically we wanted something enjoyable to watch that compliments the song," Elderkin told MTV News of the visual. "We just tried to come at it in that way that felt like he was on a trip, however you interpret it; an absinthe-induced journey."
  
  "I just wanted to create something visually entertaining," he continued. "He told me two things: 'I want to have a desert scene driving a car and I want John Mayer performing somewhere with florescent lights behind him.' So I just interpreted it in my own way."
  
  Ocean eventually opted for a motorcycle rather than a car.