Buckley was very coy about revealing the subjects of his songs, but there's a good chance that he wrote this one about the breakup of his relationship with singer and artist Rebecca Moore. Buckley met Moore in New York after she'd come to one of his concerts. The dated for a while before Buckley released his debut album, Grace, which contains this song about longing for a lover and seeking absolution for his misdeeds.
Jeff Buckley drowned on May 29, 1997 when he was swimming (with all his clothes on) in the Wolf River around 9 p.m. in Memphis. The autopsy showed no drugs in his system and there was no evidence that the drowning was intentional, but some fans speculated that Buckley's drowning was suicide. The day before he died, Buckley called this song's likely subject, Rebecca Moore, and left a message on her answering machine that said, "Think of me and smile. I'm gonna work my ass off, baby. I'll see you on the other side."
At a concert in Italy, Buckley introduced this by saying: "I wrote this song while lying, listening to the telephone in my apartment... but she never called."