Songfacts®:

• This melancholic number eulogizes folk icon Judee Sill (October 7, 1944 – November 23, 1979). The songstress was perhaps the most tragic victim of the late 1960s Laurel Canyon scene, plummeting from huge promise to ignominious death within just a few years. The first artist signed to David Geffen's Asylum label, Sill released two albums before falling out with Geffen. She then quit the music business and lapsed into drug addiction, eventually being found dead in 1979.
• Kd lang admitted to Uncut: "I hated that song! I literally sat here on this couch, and went, 'Who cares? That song is stupid!' But you know what, I have to say it's now one of my favorite songs on the record. When I heard Laura track it all of a sudden I heard the song, I'm embarrassed to say I didn't hear the song before that."
• Neko Case, on the other hand, liked the song from day one. She told CBC Music: "The chorus is maybe one of the more fun songs to sing a harmony to. That easy, immediate, open harmony that it just feels so good to lock in with. And the song is upbeat enough, yet it's really super sad, and that combination is something that Roger Miller does and Ray Davies from the Kinks does. Where something is really sad and when you put it in a major key and there's little details, that is the straw that broke the camel's back. Where it seems like this light, beautiful thing but then there's this little thing that just gets in and pokes into you and it breaks your heart. It's extra moving for that reason."