"You Don't Fool Me" was one of the last tracks recorded for Made in Heaven and came about in a most unusual way. Brian May has explained on his website that producer for the band, David Richards more or less created the framework of the song single-handedly, building from bits of lyrics recorded just before Freddie Mercury's death. May has said that before Richards' work, there was no song to speak of. However, after Richards edited and mixed the song (including a bit of harmonies recorded for "A Winter's Tale") he presented it to the band. .

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