Waltz #2
Elliot Smith Lyrics


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First the mic, then a half-cigarette
Singing "Cathy's Clown"
That's the man 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 okay, 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

Overall Meaning

Elliot Smith's song Waltz #2 is a melancholic song laced with deep emotions and pain. The first verse describes a man smoking half a cigarette and singing "Cathy's Clown" into a microphone while a composed woman, who is now married to "that man" he's singing about, looks on emotionless, seeming like a dead china doll. The singer reflects on how he will never know this woman who he loves so dearly, but will nevertheless love her all the same. In the second verse, the woman finishes singing, and as they call out a familiar name, the singer is grateful that he doesn't remember whose it is. He’s doing fine from hour to hour, note to note, and the last note of the song is a sarcastic “you’re no good,” with the singer telling himself (or possibly the husband, depending on interpretation) that it’s well-understood. The final verse sees the singer contemplating the need for perfection and reflecting on the fact that he will never know this woman he loves.


Overall, the song seems to be about unrequited love, and the deep pain and frustration that can come with that. The singer sees this woman who he loves very deeply but who is completely unavailable to him, and he is left with nothing but his own thoughts and feelings. The last line of the song “I am never gonna know you now, but I’m gonna love you anyhow,” is incredibly poignant and bittersweet, as it speaks to the universal experience of loving someone who is completely out of reach.


Line by Line Meaning

First the mic, then a half-cigarette
He starts his performance with a cool and collected demeanor.


Singing 'Cathy's Clown'
He sings a song about heartbreak and you can tell he's been through it before.


That's the man she's married to now
This person he's singing about is with someone else and he's accepted it.


That's the girl that he takes around town
The person he's singing about is in a new relationship.


She appears composed, so she is, I suppose
Even though she seems to have it together on the surface, it's hard to know what's really going on with her.


Who can really tell?
It's impossible to know what someone else is truly feeling.


She shows no emotion at all
The person he's singing about is keeping her feelings hidden.


Stares into space like a dead china doll
Her blank expression makes her appear lifeless, almost like a fragile and empty object.


I'm never gonna know you now
Despite his attempts to understand this person, they will always be a mystery to him.


But I'm gonna love you anyhow
Despite the distance between them, he still has love for this person.


Now she's done and they're calling someone
The performance has ended and someone else is up next.


Such a familiar name
The next performer's name is someone he knows well.


I'm so glad that my memory's remote
He's happy that he doesn't have to be involved anymore and can distance himself emotionally.


'Cause I'm doing just fine hour to hour, note to note
He's focused on his music and moving forward, even though he's hurt.


Here it is, the revenge to the tune:
He's using his music to get back at this person.


You're no good
He's calling out their betrayal and unfaithfulness.


Can't you tell that it's well-understood?
It should be obvious why he's so hurt and angry.


I'm here today and expected to stay
He's still present and will continue to be despite everything going on around him.


On and on and on
Time keeps moving forward regardless of how he feels.


I'm tired
He's exhausted and emotionally drained.


Looking out on the substitute scene
He's observing the people around him, perhaps looking for inspiration or a distraction.


Still going strong
Despite everything, he's persevering and continuing on.


XO, Mom
A personal message to his mom, a frequent collaborator, and his desire to stay connected to his roots and where he comes from.


It's okay, it's alright, nothing's wrong
He's telling himself that it's okay and he'll be alright, even though he knows things aren't right.


Tell Mr. Man with impossible plans to just leave me alone
He's tired of people trying to tell him what to do or how to be, and asks them to back off.


In the place where I make no mistakes
He's searching for a place where he can be himself and not have to worry about messing up.


In the place where I have what it takes
He's looking for a place where he feels confident and capable.


I'm never gonna know you now
Despite his attempts to understand this person, they will always be a mystery to him.


But I'm gonna love you anyhow
Despite the distance between them, he still has love for this person.


I'm never gonna know you now
Despite his attempts to understand this person, they will always be a mystery to him.


But I'm gonna love you anyhow
Despite the distance between them, he still has love for this person.


I'm never gonna know you now
Despite his attempts to understand this person, they will always be a mystery to him.


But I'm gonna love you anyhow
Despite the distance between them, he still has love for this person.




Contributed by Cole K. Suggest a correction in the comments below.
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