<P> "Both Sides, Now" is a song by Joni Mitchell, and one of her best - known songs . It was first recorded by Judy Collins in 1967; Collins' version was a top - ten hit on the U.S. singles chart during the fall of 1968 . It subsequently appeared on Mitchell's 1969 album Clouds (which was named after a lyric from the song). It has since been covered by dozens of artists in various languages, including Frank Sinatra, Willie Nelson and Herbie Hancock . Mitchell herself re-rerecorded the song, with an orchestral arrangement, on her 2000 album Both Sides Now . </P> <P> In 2004, Rolling Stone ranked "Both Sides, Now" at #171 on its list of The 500 Greatest Songs of All Time . </P> <P> Mitchell wrote "Both Sides, Now" in March 1967, inspired by a passage in Henderson the Rain King, a 1959 novel by Saul Bellow . </P> <Dl> <Dd> I was reading Saul Bellow's Henderson the Rain King on a plane and early in the book Henderson the Rain King is also up in a plane . He's on his way to Africa and he looks down and sees these clouds . I put down the book, looked out the window and saw clouds too, and I immediately started writing the song . I had no idea that the song would become as popular as it did . </Dd> </Dl>

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