With a text by Afansij Afanas'evic Fet (1820 - 1892), this song expressing a barely restrained passion was composed on October 17, 1890, when Rachmaninov was 17. But already the composer's particular and individual sense of tonality can be heard, a "sound" that will blossom fully developed within a decade in the first two piano concerti.

The song opens with lightly pulsing triplets played pianississimo at a Lento tempo. Suddenly a descending series of heavily accented major and minor sixths rings out of the quietude disturbing the first measure's brief sensation of tranquility in the night. The pulse ritards and then starts again but now just slightly amplified (pianissimo) and cautious.

The vocalist enters in a mood that is equally agitated, ecstatic, and puzzled. Rachmaninov constructs an elastic melody line formed of many different phrases with small patterns that internally repeat before preceding onward. This curious, obsessive structure fits perfectly with the winding emotions of the text.

The first phrase introduces a dream-like image: "In the silence of the mysterious night, your beguiling patter, smiles, glances, fleeting glances...." The piano answers the voice, and the chromatic inner lines complement the voice in both unison and contrary motion.

The piano and voice then cross each other with ascending and descending melodies in contrary motion, creating elegant and touching momentary dissonances: "the locks of your flowing hair, those locks so pliant in your fingers, I will be trying for a long time to rid myself of these images only to evoke them once again." The melody circles around, each time flying toward a higher pitch until a climactic forte at the end of the phrase. The piano diminishes in volume and tries to descend back into the initial mysterious atmosphere. But before it can do that, the voice enters again with a new pattern, causing the accompaniment to change its pulsing into more on-rushing sixteenth-note arpeggios. This patterning and agitation perfectly fits the words: "I will be repeating and correcting in a whisper the words I've spoken, words that are awkward, and, drunk with love, and contrary to all reason, I will stir the darkness of the night with your beloved name, I will stir the darkness of the night with your beloved name." On the repetition of the last line the piano becomes concerto-like and the voice reaches its highest peaks in pitch, volume, and emotion.

Very slowly, the subtle mood of the beginning returns with gently pulsing triplets in the piano, descending chromatic inner lines, and low vocal tones. "Oh, long in the silence of the mysterious night...." Then the voice and piano slowly ascend to close on an airy and crystalline texture underscoring the final line "I will stir the darkness of the night with your dear name."

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The text for this song, written by the great Alexander Sergeyevich Pushkin in 1828, has also been set by many other composers including Yury Arnolda, Balakirev, K.A. Gedike, Glinka, Ippolitov-Ivanov, Artur Lur-ye, Anatol Lyadov, Rimsky-Korsakov, and Nikolai Titov.

Composed when Rachmaninov was 19, this song generates a compelling, gripping mood through its use of a folk melody-like line, and marvelous harmonic tensions created through the meshing of modal chords with stepwise chromatic inner voices and steadily pulsing pedal points. This approach is present at the beginning in the extended piano introduction and its brooding Russian soul.

A simple harp-like arpeggiation on an A minor chord invites the vocal declaration of the first line in recitative style. "Do not sing, my beauty, your sad Georgian songs to me."

The piano begins its pulsing chords again under the passionately melismatic vocal line "they remind me of that other life on a distant shore." The rich chromatic harmonies over the insistent pedal point on a C note express a swell of deep interior emotion felt but by the singer but not especially present in the simple modal melody (C major, C augmented, A minor/C, C sharp diminished seventh/C [natural], D major/C, D diminished/C, C major).

Two beautiful piano measures, built around a folk scale (descending: E, D, B flat, A, G sharp, F, E), serve as a simple interlude. The voice enters softly but immediately builds to impassioned declarations: " Alas, I am reminded by your cruel melodies of the steppe, the night, the countenance of a poor, distant maiden lit by the moon!"

The second interlude, built upon the unusual descending folk scale transposed down a perfect fifth, again grows out of the agitation of the previous passage. The singer is still not calmed, however, and the next line builds to a fortissimo apex on a high sustained A underscored with concerto-like sweeping scales and reiterated rising chromatic figures in the piano: "When you appear, I forget that cherished and fateful apparition, but then you sing, and I picture that image anew."

A third brief two-measure interlude introduces a new melodic figure in the bass built on a Phrygian mode similar to the folk scale. The simple rolled A minor chord of the first verse evokes its recapitulation. Then a very beautiful effect is achieved when the piano introduction is combined with simple sustained notes in the vocal melody line.

An extended eight-measure coda provides a symmetrical complement to the piano introduction, and also mixes loving and brooding emotions in a satisfying closing.

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