Caroline Says II

It opens side two of Berlin and is a rewrite of Stephanie Says, a Velvet Underground song recorded in 1968 and not released until 1985. Jordan Potter of Far Out wrote that it details the abusive relationship at the heart of the album with chilling transparency. Caroline's nickname is Alaska, and the song ends with her fist going through a window and the line "It's so cold in Alaska".

Covers include versions by the Soft Boys, Human Drama, Mercury Rev and Marc and the Mambas. Siouxsie Sioux recorded it in 1993 with musicians from Suede, and in 2008 Rick de Leeuw made a Dutch translation with Reed's approval. The Mexican and Spanish singer Alaska took her name from the song.