A very melancholy song by The Cars, this is written from the perspective of a guy who's watching a woman (who he presumably used to date) "going down the tubes," trying to get her to take a hard look at what's going on in her life.


Cars bass player Ben Orr sang lead on this one. Orr died of Pancreatic cancer in 2000. When he died, this was played in his honor at a memorial service at the Rock and Roll Hall of Fame.