This uses a series of minor chords that guitarist Peter Buck would use again on "The One I Love," "Losing My Religion," and "Bang and Blame," among others.
There were several versions attempted before settling on the studio one we all know and love. On The Cutting Edge, an early MTV program, R.E.M. performed a version of this with acoustic guitars and a banjo. On tour, before this album was recorded, they played a much heavier version of the song.
The song is about a train engineer who is over-worked and urged by the conductor to take a break. That message could be applied to many facets of life. Trains were chosen according to Buck because the band grew up near the train tracks. According to lead singer Michael Stipe it's because they represent part of "mythological America."
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