"Sister Ray" was recorded in one take. The band agreed to accept whatever faults occurred during recording, resulting in over 17 minutes of improvised material. The song was recorded with Reed on lead vocals and lead guitar, Morrison on rhythm guitar, Tucker on drums, and Cale on a
Vox Continental organ routed through a
distorted guitar amplifier. Morrison remarked that he was amazed at the volume of Cale's organ during the recording and that he had switched the guitar pickup on his
Fender Stratocaster from the bridge position to the neck position to get "more oomph". The song has no bass guitar. The band had a sponsorship from
Vox amplifiers, which allowed them use of the Continental and top-of-the-line amplifiers and distortion pedals. Reed wrote the song on a train going to New York from Connecticut. After the opening sequence, which is a
Mixolydian I-VII-IV G-F-C
chord progression, much of the song is led by Cale and Reed exchanging percussive chords and noise for over ten minutes. Reed recalled that recording engineer
Gary Kellgren walked out while recording the song: "The engineer said, 'I don't have to listen to this. I'll put it in record, and then I'm leaving. When you're done, come get me.'" == Personnel ==