In the Pearl Jam biography
by Mick Wall, Vedder said of this song: "It's kind of about a lady, and she's getting on in years, and she's stuck in this small town. Small towns fascinate me: You either struggle like hell to get out, to some people want to stay 'cause then they're the big fish in the small pond, and then others just kind of get stuck there. So here she is working in this little place, and then an old flame comes in, and he's probably driving a nice car and looking kind of sharp - not a fancy car, but he's moved on. And then she sees him, and at first she doesn't even remember who he is, and then she realizes who it is. She's just too embarrassed to say 'hello.'"
Martin - Rostock, Germany for above 2