An old elephant named Mephibosheth wheezes music outside a pawn shop, and the poem tells the strange, tender story of how he got there. A former circus animal, he was hurt in a transport accident and has lived in chronic pain and anxiety ever since. The poem imagines him in the Brattleboro retreat, sharing a friendship with the composer Dmitri Shostakovich. Words fail between them, so music becomes their interpreter. They play together in a tower, piano and trumpet (his trunk), sounding both sad and funny.
The speaker treats all this with gentle humor and real affection. The jokes, like the flashlight-reading hypochondriac elephant, sit beside genuine sorrow. The mood is wistful and bittersweet, like a memory that warms and aches at once. The ending suggests that even if Dmitri "was never there," the music lives on in the elephant's memory. He blows it out, draws it back in, and catches the attention of passersby. Grief and comfort end up sharing the same breath.