Inspiration for the song came from Reed's observation of the Warhol clique; according to Reed, the song is "a very apt description of certain people at the Factory at the time. ... I watched Andy. I watched Andy watching everybody. I would hear people say the most astonishing things, the craziest things, the funniest things, the saddest things." In a 2006 interview Reed's bandmate John Cale stated: "The song was about a girl called Darryl, a beautiful petite blonde with three kids, two of whom were taken away from her." The song was Andy Warhol's favorite by The Velvet Underground.
The song was recorded at Scepter Studios in Manhattan during April 1966. It features a piano motif played by Cale (initially written as an exercise) based largely on tone clusters. The repetitive keyboard part was inspired by the style of his friend Terry Riley, with whom Cale had played in LaMonte Young's mid 1960s group in New York City. It was one of the first pop songs to make use of prepared piano (a chain of paper clips were intertwined with the piano strings to change their sounds). The song also features the ostrich guitar tuning by Reed, by which all of the guitar strings were tuned to D. Drummer Maureen Tucker plays tambourine and bass drum while guitarist Sterling Morrison plays bass, an instrument that he hated, despite his proficiency as a bassist.
Nico provides lead vocals. The song was originally recorded with only one track of her vocals; they were later double-tracked for the final album version. Most versions of the album use this version of the song, though the initial 1987 CD release uses the original mix without the double-tracking.
- Nico – double-tracked lead vocals
- Lou Reed – ostrich fretless electric guitar
- John Cale – prepared piano, viola
- Sterling Morrison – bass
- Maureen Tucker – bass drum, tambourine
Ludlow Street Loft, July 1965
The earliest known recorded version of "All Tomorrow's Parties" was recorded on reel to reel tape by Lou Reed, John Cale and Sterling Morrison in a New York apartment loft on Ludlow Street. With Reed on acoustic guitar, the song features a strong folk music sound—particularly in Cale and Morrison's harmony vocals—which critic David Fricke suggests demonstrates Reed's fondness for Bob Dylan. This version, released on the Peel Slowly and See box set, is composed of multiple takes, which add up to a time of 18:26.
Single version, July 1966
An edited version of the song was released in July 1966 as a single with "I'll Be Your Mirror" as a B-side. The song cuts out about half of the studio version at just under three minutes. It did not chart.
This version later became available in 2002 on the "Deluxe Edition" of The Velvet Underground & Nico.
Both Nico and Lou Reed have recorded solo versions of the song. Other artists who have covered it include Jun Togawa, Apoptygma Berzerk, the Ass Ponys, Buffalo Tom, Japan, Bauhaus, Jeff Buckley, Icehouse, Los Tres, The Method Actors, Nick Cave and the Bad Seeds, the Oysterband, Tom Robinson, Kikka Sirén, Simple Minds, Siouxsie and the Banshees, Rasputina, Kendra Smith, Bryan Ferry, June Tabor, Johnette Napolitano, Iron and Wine, Deerhoof, Hole, The Music Tapes, Ordo Rosarius Equilibrio , Black Tape for a Blue Girl. Les Rita Mitsouko covered the song for the Velvet Underground tribute album Les Enfants du Velvet in 1985. An Israeli band, Tractor's Revenge, covered it for the 50th anniversary of the album.