Fade away never

The title is a pun - the song is not in fact about the European nomenclature of pencil leads or cigarettes, but actually dedicated to Hollywood film star Humphrey Bogart. ("2HB" = "to Humphrey Bogart".) In particular, it references the Bogart classic Casablanca.

The song is gentle and mellow in tone, evoking a smoky cabaret atmosphere and classic black and white films.

The instrumentation on the Roxy Music recording is dominated by Ferry's Hohner Pianet N electric piano, and features a saxophone solo in the middle where MacKay's playing is treated with tape echo effects by Brian Eno.