Songfacts®:

• This song is about Jeff Tweedy's mom, JoAnn Tweedy, who died in 2006. Its lyrical images include a TV flickering in a corner of a room. "I never had a bedroom, when I was a kid, and my mom was a night-owl, she never slept more than an hour or two at a time," Tweedy recalled to Uncut magazine, "and so I would get up and I would watch movies with her while she was sleeping, and her cigarette was still burning."
  
  "It's a very vivid memory of mine, as far back as I can remember," he continued. "And it's sort of sad and lonely, but it's also how I remember my mom. And then I was thinking about having kids, and how I'm not always conscious around them – I mean literally! - and how, when I used to see my mom sleeping, I'd worry about her dying. And now she's dead. And I don't know, it's so incredibly sad, but it feels so good to sing about."
• The lyric, "We watched thousands cheer Lily Mars strike up the band in Babes in Arms" references an old Judy Garland movie, which was one of Tweedy's mom's favorites.