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.

TRIVIA:

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.