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Written by Buckley, bassist Mick Grøndahl and drummer Matt Johnson, it was written as an urge for a friend of his, Chris Dowd of Fishbone fame, not walking out on his pregnant girlfriend in a similar way to Buckley's own father, Tim Buckley, as evidenced in the verses, "Don't be like the one who made me so old/Don't be like the one who left behind his name/'Cause they're waiting for you like I waited for mine/And nobody ever came".