The song was inspired by Marianne Jensen (later Marianne Ihlen), who Cohen met on the Greek island of Hydra in 1960. Cohen said she was the most beautiful woman he had ever met. She had recently been left by her husband, the Norwegian writer Axel Jensen, leaving her and her six-month-old son alone on the island. The two hit it off, and Cohen ultimately drove her from Hydra back to her home in Oslo, Norway. He later invited her and her son to live with him in Montreal, an offer which she accepted. The two lived together throughout the 1960s, commuting between New York, Montreal, and Hydra.