Songfacts®:

• This Krautrock-sounding instrumental is Paul Weller's most experimental number on his 2008 22 Dreams album. Weller told Mojo magazine June 2008: "The track '111' was me, (guitarist) Steve Craddock and (producer) Simon Dine on three different keyboards, with our backs to each other, playing whatever we felt, without discussing it. That was a new thing for us. We wouldn't have tried that even a year or two years ago."
• According to Weller, the British avant-garde rockers AMM inspired this song.
• This was Paul Weller and Steve Cradock playing two different mellotrons with Simon Dine on the mini-moog. Weller has said that it "was really liberating not to have a standard chord sequence."
• According to a Mojo magazine interview, it wasn't so liberating for Steve Craddock. When he asked Paul Weller what key it's in, he said, "I'm not telling you. And it doesn't matter anyway."
  
  After playing the song for four-odd minutes, they stopped. "The track was so weird and out there," Craddock recalled. "And then he said, 'We're going to mix it right now. Get on the desk.' We mix it once, and he said, 'That's it. ' And I'm going, you crazy c---. Man!"