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Mercury was inspired to write "The Fairy Feller's Master-Stroke" after seeing Richard Dadd's painting The Fairy Feller's Master-Stroke. For the intricately-arranged studio recording, Mercury played harpsichord as well as piano, and Roy Thomas Baker played the castanets. Taylor called this song Queen's "biggest stereo experiment", referring to the intricate use of panning in the mix.

The song, like most of the songs on the album, features medieval fantasy-based lyrics, and makes direct reference to the painting's characters as detailed in Dadd's poem, such as Queen Mab, Waggoner Will, the Tatterdemalion, and others. Apparently whenever Queen had spare time, Mercury would drag them to the London's Tate Gallery, where the painting was, and still is today.

The complex arrangements are based around a backing track of piano, bass guitar and drums, but also included harpsichord, multiple vocal overdubs, and overdubbed guitar parts. The lyrics follow the claustrophobic atmosphere of the painting, and each of the scenes are described. The use of the word "Quaere" has no reference to Mercury's sexuality, according to Taylor. The band never performed this song live.

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