In the Chinese art song repertoire, “How can I help but think of you” has long enjoyed enormous prestige since its publication in the 1920s. The song is memorable not only because of its innovative use of language by Liu Bannong in the lyrics but also because of the ingenious arrangement of tonalities, forms, and melodies by Chao Yuen Ren in the music. This essay will be devoted to a cultural and empirical analysis of the song, with the aim of understanding the efforts made by eminent scholars at the early stage of modernization of Chinese music and language. To this end, we will first explore how the lyrics are structured phonetically and syntactically. Tonal complexity and ambiguity in the music will then be analyzed, followed by the discussion of qǐ-chéng-zhuǎn-hé in the musical form. The pentatonicism embedded in the song and its relationship with what generally makes music “sound Chinese” will also be examined. In the end, we will also review an essential concept, yìjìng (or mindscape), in Chinese aesthetics and philosophy to better appreciate how various components in the music and lyrics together contribute to the aesthetic success of the song.