A driver moves through the city at night with a passenger in the backseat, and the journey slowly becomes a trip through memory and loneliness. At first the passenger is a real presence: a woman whispering on her phone, breaking the quiet. By the end she has shrunk to "only a shadow / without a name," which suggests she may be a stranger, or perhaps someone the speaker has lost.
The speaker feels uneasy and a little lost. He looks away from glaring lights, turns on the headlights "fearing / I might lose my way," and makes a wrong turn in the rain. Memories ambush him, "pinned down / to the viewfinder." The storm, the howling radio song and the moaning dog all echo a longing he doesn't state outright. The mood is dark, restless and wistful, with the long night feeling like a stretch of time that just won't end.