The closing track on Paul Weller's 1995 album Stanley Road, this features a vocal contribution from former Young Disciples singer, Carleen Anderson. Speaking to The Independent May 27, 2005, Weller described Anderson's voice on this as, "the nearest I'll get to hearing angels sing." He added: "It's heavenly. She sang one verse free-form and we put it down. Then she did another take, then another, and she wouldn't play them back so we put them all together, weaved them in and out of each other."
The lyrics describe how Weller feels when he looks at Pre-Raphaelite artist, John Waterhouse's, The Lady of Shalott. The oil-on-canvas painting is a representation of a scene from Lord Alfred Tennyson's 1832 poem of the same name, which is based on Elaine of Astolat, who yearned with an unrequited love for the knight Sir Lancelot and died of grief. Weller explained to The Independent: "The lines 'With Jesus at the helm' and 'one candle left to light the way' refer directly to the painting. I love Waterhouse's paintings, the drama in them, and I was trying to capture that in music."
Beyond capturing the mood of the Waterhouse painting, Weller was also reacting to an upheaval in his personal life. "It's also about splitting up with my wife at the time and feeling removed from her and my children and even becoming a different person," he told Daniel Rachel, author of The Art of Noise: Conversations with Great Songwriters. Weller was married to English soul singer Dee C. Lee, who was also a backing vocalist in Weller's post-Jam band The Style Council.