"Waltz #2" as written by and Steven P. Smith....
First the mic then a half cigarette
Singing cathy's clown
That's the man that she's married to now
That's the girl that he takes around town

She appears composed, so she is, I suppose
Who can really tell?
She shows no emotion at all
Stares into space like a dead china doll

I'm never gonna know you now, but I'm gonna love you anyhow
Now she's done and they're calling someone
Such a familiar name
I'm so glad that my memory's remote

'Cause I'm doing just fine hour to hour, note to note
Here it is, the revenge to the tune,
"You're no good,
You're no good you're no good you're no good"

Can't you tell that it's well understood?
I'm never gonna know you now, but I'm gonna love you anyhow
I'm here today and expected to stay on and on and on
I'm tired

I'm tired
Looking out on the substitute scene
Still going strong
XO, mom

It's ok, it's alright, nothing's wrong
Tell mr. man with impossible plans to just leave me alone
In the place where I make no mistakes
In the place where I have what it takes

I'm never gonna know you now, but I'm gonna love you anyhow
I'm never gonna know you now, but I'm gonna love you anyhow
I'm never gonna know you now, but I'm gonna love you anyhow

Lyrics submitted by cprompt

"Waltz #2" as written by Steven P. Smith

Lyrics © Universal Music Publishing Group

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Waltz #2 song meanings
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  • +5
    General Commentit seems simple enough to assume he's talking about his mother, right? his mother gets some trophy boyfriend and starts ignoring him like she probably did his entire life, and he hardly knows her but he's forced to love her anyway because she's his mother.
    yarbleson May 10, 2002   Link
  • +3
    General CommentThis is the second Elliott Smith song that I had ever heard, right after "Bottle Up and Explode." This song is about his mother and supposedly he originaly added "I Love You Mom" at the end of the song. Thinking this might be too sentimental, however, it was changed to "XO, Mom." Really a great song.
    ars musicaon April 29, 2003   Link
  • +1
    General CommentI heard about Elliot Smith from a new friend of mine as we were suggesting music to each other. At the time he had called at 3 in the morning and demanded that I go download this while he was on the phone.

    Anyways, he said that this Elliot Smith guy sat around and did a bunch of herion for like a year straight and wrote a whole bunch of words. He then cleaned up and started writing music and organized all of his heroin inspired words and started recording songs, this being the result.

    Anyone know if this is a true story? Regardless, this is a great song. I love how he describes the lady as "staring into space like a dead china doll."

    Dolls were never alive in the first place ;)


    - AnimalChin
    AnimalChinon January 05, 2002   Link
  • +1
    General Commenti Like this song. although, I also like the mippets, preferably kermit, and the gang, HI!
    holysweeton March 27, 2003   Link
  • +1
    General CommentJackalley - here's a thought, if you're offended by people discussing Elliott Smith's song meanings, why not avoid the Elliott Smith section of songmeanings.net?

    Some people's stupidity is quite frightening!
    hairydonuton January 02, 2006   Link
  • +1
    MemoryThis song holds such sentimental value to me, i well up everytime i hear it.. i took the line "I'm never gonna know you now, but I'll love you anyhow" and related it to something in my life. Elliot Smith was a genuis, lyrically
    anita4joseon January 08, 2012   Link
  • +1
    Song MeaningI think it's important to look at the perspective of the Narrator.

    The Song starts with: "First the mic then a half cigarette, Singing "cathy's clown"

    To me it seems like the narrator is peering in on the person singing "Cathy's Clown." As if they are in a lounge and he's watching a performer on stage. The "Mic" and "a half cigarette" are all imagery that makes me think of a female performer. One that you might see back in the 1940's.

    The narrator then goes on to explain "That's the man she's married to now. That's the girl he takes around town"

    "she shows no emotion at all, stares into space like a dead china doll"

    The narrator seems to have a love attached to an old memory of this performer. A memory of her that doesn't match this new person, he sees on stage, with a new man, and staring into space like a dead china doll"

    "I'm never gonna know you now but I'm gonna love you any how"

    The narrator is mourning the loss of this person - mourning the loss of the memory he once had of her. She's changed and he'll never know her but he still loves her. Her new man has obviously changed her.

    This seems evident when the line "Now she's done and they're calling someone, such a familiar name"

    The name is familiar to the narrator - It's a name he's heard before.

    Now the lyrics begin to change direction from an outward observation to an inward state of being.

    "Here it is, the revenge to the tune "You're no good"

    The words "you're no good" are in quotes - suggesting that they are being said by a person other than the narrator. They are the lyrics to the song that she is singing. When the narrator says "Here it is" he is is projecting his insecurities onto the the lyrics that the singer is singing. As if they are meant directly for him.

    "I'm here today and expected to stay on and on and on. I'm tired, I'm tired."

    Again explaining the narrators emotional state - his psychic pain

    In this turn to the narrators state of mind I think it begins to suggest the root of what the song is really about. Elliott has told a story, through a narrator, that adds up as a metaphor for his relationship between his mom and his stepfather Charlie.

    The performer singing "Cathy's Clown" is an allusion to his mother. She's the one he used to love in his old memory of her. A time before she changed, with her new man, into this person "showing no emotion at all" and staring into space like a "dead china doll."

    "XO, mom._ it's okay, it's alright, nothing's wrong.

    "Tell mister man with impossible plans to just leave me a-lone"

    If the man would leave him alone he would be in a place where he's okay - where he "has what it takes"

    "in the place where I make no mistakes, in the place where I have what it takes."

    It seems like the root of the song's meaning is a feeling that his mom changed when she married her new husband. The new husband is very critical and makes Elliott feel like he isn't good enough - He's always making mistakes.

    If you begin to really think about the "Lounge singer" metaphor and the allusions that the "new man" is also her manager, and a controlling figure, then the song takes on a very layered meaning.

    Toward the end of the song where the "XO mom" comes in, it seems out of place for the image of the lounge. Why would the narrator suddenly say this? It's a very telling point and opens up the layers between narrator story, as a metaphor, and a personal confession of Elliott's real emotional thought.
    RilkeZon December 12, 2012   Link
  • 0
    General CommentI've never been able to figure out this song. My boyfriend something about it being about a labotamy or something. Kinda far fetched but i guess it makes a little sense.
    Scarlett_Mon March 22, 2002   Link
  • 0
    General Commentyeah animal chin, he was an addict but long before he wrote this. elliott is the true eccentic artist, god knows what he was thinking when he wrote this
    Jabbatronon May 23, 2002   Link
  • 0
    General CommentI read what yarbles said and went back and listened to the song again. I really agree.
    Scarlett_Mon June 20, 2002   Link

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