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 (XO) Lyrics as written by Steven Paul Smith

Lyrics © Universal Music Publishing Group

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Waltz #2 song meanings
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  • +12
    General CommentThere are two dominant interpretations of these lyrics here: 1) that the song is autobiographical about Elliott Smith's relationship to his distant, divorced mother, which is the majority opinion, or 2) that it's about his own relationships with women - either a specific relationship that started at a distance, or something more general. This is a minority opinion, but it's advanced by at least one person who seems to have some first-hand knowledge of how Smith viewed the song.

    There's no reason that both of these interpretations can't be true. A lot of the song's evocative quality, in fact, stems from its combination of a back-story about the singer's relationship to his mother mixed with a painful evocation of his distant attachment to a woman in the present.

    What shapes the way a man relates to women romatically? Well, in most cases his relationship to his mother is a good place to start, as far as influences go. To me, this song draws on images of the singer's guilt-ridden relationship to a remote, distant mother to evoke, simultaneously, the painful distance he faces — or one could say, replicates — in his attempt to connect with a specific woman as an adult.

    First, a note about the biographical interpretation: It's fascinating, and there can be no doubt that elements of Smith's biography inform this song on many levels: references to his divorced mother, the angry presence of a hostile step-father, and the boy's separation through distance. But it is often reductive to think of a song as just autobiographical. The power of this song doesn't seem to be that Smith is telling us his life story, but rather that he drew on images from his life to create something that resonates with people on many other levels. Just consider, for example, how many commenters here say they can relate to the idea of seeing someone and feeling a romantic connection, and yet realizing the somewhat pathetic absurdity that they don't know the person and never will. If we reduce the song to being just an autobiographical statement on his relationship to his mom, we miss this whole, rich interpretation.

    If instead you consider the song is about both his mother and his projected feelings toward a woman in the present, it opens up the lyrics and meaning on many levels.

    Haunted by complex emotions over separation from his mother at a young age - with images of fear she'll be abused, anger that she's so distant from him, jealousy of the new man in her life - the song also conjures a singer in the present who sees a woman in the venue where he's performing. The "dead china doll" could be a memory of his distant mother with her new husband years ago, or it could be a woman the singer sees in the bar in the present, someone he longs to be with. Conditioned to love an absent mother, the singer falls into the same exact pattern as an adult, ready to project his deepest romantic longings onto the blank slate of a distant woman, who is a emotionall present to him as a "dead china doll."

    The refrain applies equally to his feelings toward his mother and the remote, present woman:

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

    He loved his mother, though he could never know her the way a child is allowed to when living with their mother. And yet despite troubling emotions over her desertion, the singer can't help but feel an impulse of deep love for her. This is the human condition, the human impulse. And not surprisingly, he replicates this same approach to relationships as an adult, seeing a distant woman showing him "no emotion at all" and yet feeling impelled to love her, though he knows he will never actually know her.

    The song describes the woman calling "such a familiar name"? It could be his mother in the past calling his name, or the woman in the crowd in the present. Either way, the event triggers a painful memory which the singer is glad is "remote," as he struggles to cope in the present, where he's "doing just fine hour to hour, note to note."

    He says "note to note," because singing itself is the act that balances these powerful emotions for the singer. It's therapy and evasion at the same time. And yet darkness and self-loathing lurk right around the corner, banging at the doors of his psyche. The whole experience of loving a distant, icy figure he will never know reinforces the singer's self-hatred, the voice inside his head that tells him,

    "You're no good you're no good you're no good / Can't you tell that it's well understood?"

    He's tired of this painful process of loving a distant figure. But the phenomenon lives on, even taunting him with a chipper, somewhat false sign off, just as his mother signed off on her letter: "Still going strong / XO, mom."

    And what of the image of "Looking out on the substitute scene"? In the biographical interpretation, that's a reference to his mother's work as a substitute teacher. Fine - but consider also that the "substitute scene" is a reference to what's happening in the singer's present. Looking at the distant beloved who he doesn't know is a "substitute scene" for the same longing-without-knowing he experienced with his mother as a child.

    His feelings of self-loathing return in the figure of "mr. man with impossible plans." While Mr. Man could surely be a reference to a reviled step father, and the singer could be telling his mom to get the guy to back off, there's a deeper, less literal interpretation. Mr. Man is also connected to that self-loathing inner voice, a part of the singer's psyche that makes "impossible plans" causing frustration and pain, like the plan to connect with the woman who is with another man.

    The singer's escape from this torment of impossible plans is to be "In the place where I make no mistakes / In the place where I have what it takes," which is with the microphone, singing to keep the wolves at bay.

    In the end, he has to live with the painful pattern, repeating the song's beautiful refrain, "I'm never gonna know you know, but I'm gonna love you anyhow."

    The singer cannot escape the pattern, but he can make it manifest - he can make it known to himself - and in that act, the very act of singing his song, he achieves a measure of self-knowledge, a deeper awareness of the pain of existence.

    To me, the song is universal because Smith is giving voice very deeply to his own experience, one rooted in the particulars of his life, but which millions of people can relate to. The autobiographic details gave him the raw material, but the song is beautiful because it transcends autobiography to become art.
    OpenMindAudioon February 24, 2015   Link
  • +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 11, 2002   Link
  • +4
    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
  • +2
    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 Commentyeah, I think its about his mother too. Although, when he says "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?"
    It always sounds to me like it's aimed at him [Elliott]. Just the way he says it.
    Possibly Saneon November 23, 2007   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
    General CommentThe “I’m never gonna know you now, but I’m gonna love you anyhow” line always reminded me a LOT of the line from “Five years” by David Bowie about “I think I saw you in an ice cream parlor / drinking milkshakes cold and long / smiling and waving and looking so fine / don’t think you knew you were in this song”... that detached observer chord really struck for me here...
    grenon March 30, 2019   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 13, 2012   Link
  • +1
    General CommentIt’s an open mic. He’s waiting to go on, planning to sing “Cathy’s Clown” by the Everly Brothers. He makes a connection between the man in the song he is going to perform and another man. He knows the man and he knows the woman he is with is not his wife. To his surprise, the woman takes the mic and despite her emotionless, bland performance, he is mesmerized by her, immediately, foolishly falling in love.
    Then he has to go on. He almost doesn’t hear his own name called. But he can brush that off. He’s a professional. He falls in love all the time. It’s not like this hasn’t happened before.
    He rips into the woman’s amateur performance, taking revenge for music itself and for manipulating him into loving her. He rejects his own attraction to her and rejects the notion of amateur hour in love and music by enthralling the entire room with his performance. The song he sings says as much :
    Don't want your love anymore
    Don't want your kisses, that's for sure
    I die each time I hear this sound
    Here he comes, that's Cathy's clown
    This is the live artist’s declaration of “I don’t need your love when I have everyone’s love.” He has intentionally reframed his own obsession from a single woman to an entire room. It affords him attention, even a level of intimacy, but never real knowing. He will never know anyone. But he will love them anyway.
    Of course, it’s all a sham. It’s a performance. He is exhausted from keeping up appearances. It’s a dance-marathon (a waltz) between sexual yearning and a spiritual connection he finds through music. From the mic, he sees a room full of potential shallow connections, and renounces his Oedipal connection, cutting one cord while plugging into another, abandoning the singularity of mother/ lover connection for the plurality of artist/community connection.
    What started as unknowable love towards a single, specific character grows into an unknowable love for everyone, even himself.
    Of course, everyone can’t love him back. He isn’t perfect. He’s just as flawed as Cathy’s clown dragging his dead China doll to open mics to sing for him. He gets close to realizing this about himself, but then decides against it. Instead, he turns the refrain on himself, deciding not to know himself, but to love himself anyway.
    graham1011on February 17, 2021   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

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