"See What A Fool I've Been" was the B-side to Queen's 1974 single "Seven Seas of Rhye". It was inspired by "That's How I Feel", a blues song by Sonny Terry and Brownie McGhee. Originally released in 1974, it was re-released in 1991 as one of the bonus tracks on the re-release of Queen II. It was described as "a slow crawl that's the closest Queen ever came to blues".

The "Seven Seas of Rhye" single featured the first of several non-album B-sides released during Queen's recording career. This song dated from the pre-Queen band Smile. Brian May heard the song "The Way I Feel" by Sonny Terry and Brownie McGhee on a TV program, but at the time he never caught the name of the song or band. He remembered the riff and some lyrics and brought them to the band, then proceeded to write "See What A Fool I've Been" around it.

It was not recorded until the Queen II sessions, though it was a live staple since Queen's formation. The B-side version features a vocal delivery from Freddie Mercury that could be best described as burlesque in nature, rather than the more straightforward delivery of the live and BBC versions which were officially released in 2011. Also, there are lyric changes between the B-side, BBC and live versions (with references to a "train to Georgia" and a "Greyhound bus at dawn" not heard in B-side version, whereas the live versions have no "sailor boy" or "barking dog" lyrics). The reason for these differences has never been explained.

In 2004, May was contacted by a fan who had discovered which song "See What A Fool I've Been" had been based on, as it had long been a mystery. May officially confirmed "The Way I Feel" as the inspiration after the fan sent him the recently released CD containing the song (along with a note explaining how it was tracked down by looking up song lyrics rather than listening to every recording by Sonny Terry and Brownie McGhee). The explanation of the song's history appears on the February 2004 Soapbox entry of May's official website. May said he planned to contact their estates to work out the long-overdue royalty issues.

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