"happy sad" shares much in common with his later albums, "lorca" and "blue afternoon". much of the material that would appear on those albums was written at the same time as the songs that appear on this album, representing the most productive and prolific period of buckley's career. buckley's musical tastes expanded during the period that the album was written and the first track, "strange feelin", was directly inspired by miles davis' "all blues" from "kind of blue" and the melody of the song is directly taken from the song. "buzzin' fly" was written much earlier than the rest of the work and was originally performed with a group buckley had during high school, the harlequin 3, with bassist jim fielder and later lyricist, larry beckett.