Lyric discussion by ZeksAtLiberty 

Analyzing the lyrics along with the music video really clears things up.

Everyone sees that it's about a small-town girl with ambitions of making it big in LA and she wants her boyfriend to go with her.

The thing is, from the video, it's clear that he doesn't go with her. The 2nd stanza where we hear his voice is from a conversation that took place before she left: while she suggested that he leave with her, he wanted her to say and proposed to her. And even though she loves him, she leaves, dream chasing.

The next two stanzas really deliver the image of his regret and the precariousness and bleakness of her situation. But the key part is at the end of the last stanza where, at her lowest spiritual point, she plays the song of her memories in her head. Since up to this point in the song Waits has been singing about the characters' real lives, the shift into her fantasy is marked by a change to the refrain that had been continuously until now.

Heretofore, we've had: Take my hand, I'm standing right HERE, you gotta hold on

In her reverie we have: Take my hand, I'm standing right THERE, you gotta hold on

And you can sense her distance from Jim, signaled by the shift from being HERE to THERE.

But the real kicker is that after repeating this dream-refrain twice, Waits brings it back to the HERE refrain. This is subtle but it means that the distance has been bridged, indicating that he had eventually decided to go and follow her, Will Hunting style.

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