This song is about Rufus' mother, Kate McGarrigle. According to Wainwright, they commonly make songs that are about each other, and this was in response to McGarrigle's "First Born" (A song about Rufus). Some lines that refer to her: "I never had your black hair, and hazel eyes," "I had no radio shows nor did I have homemade clothes, homemade curtains of the same material." The song ends very happily when Rufus decides "I may not be so manly, but still I know you love me, even if I don't have your beauty mark."
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