Songfacts®:

• This chorus-less story song tells the tale of a man who spots a woman smoking a cigarette. He starts to make a connection, but when she turns around he sees it's his ex. In their conversation, it becomes clear that they're both still looking for answers, and they won't find them with each other. It's a lot like Harry Chapin's "Taxi," but a lot more compact.
• The song was written by Larry John McNally, who wrote two songs on Chaka Khan's debut solo album and released his first album in 1981. In 1986, two years after Cocker's version was released, McNally issued his version on his second album, Fade To Black.
  
  In a Songfacts interview with McNally, he explained that he was setting out to break convention when he wrote the song, getting away from the typical verse-chorus-verse structure.
  
  "I had a notebook full of lyrics with no melody or music, and I asked the engineer to just roll tape," he said. "I improvised this song and a bit later came back to it and realized it was a complete statement as it was, even if it was barely 2-minutes long, and had no chorus. I remember my publisher throwing up his hands and saying 'What can I possibly do with this?!'"
• It was Joe Cocker's producer, Gary Katz, who pitched the song to Cocker. When they recorded it, McNally played acoustic guitar, joining an elite team of session musicians that included Greg Phillinganes on piano and Nathan East on bass.
  
  "They didn't like the song," NcNally said. "At some point Joe wandered off leaving me to sing the song. He came back the next week and put his vocal on. It remains one of my favorite interpretations of my songs. To me, it suits Joe's personality perfectly."
• Cocker was a heavy smoker, so this song was in character. He quit in the '90s but the damage was done - he died of lung cancer in 2014.
  
  In 1984, smoking was very common and had a sensual image - cigarettes showed up in romantic scenes all the time.
• This song came at a time when Joe Cocker was enjoying a second act following his #1 duet with Jennifer Warnes, "Up Where We Belong," from the 1982 movie An Officer And A Gentleman. It's part of his Civilized Man album, which also incudes covers of "Tempted" and "There Goes My Baby."