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Matthews wrote this about his old girlfriend, Julia Grey. He asked her to marry him three times and went through different feelings. "I'll back you up" is about understanding, "Halloween" is about anger, and "Grey Street" is about confusion. (thanks, Charlie - Orland Park, IL)

A live version was released in 1994 on their album Recently. At first, the album was made available only to fan club members.

Comments:

He wrote this about Ashley, his current wife when his marriage proposals were repeatedly shot down. Not sure who Julia Grey is...
- Ryan, Littleton, CO

I've heard this song live twice and while it was not my favorite on his albums it is hands down my favorite live song Dave performs. I saw it recently with Tim Reynolds playing along and it was the single greatest live song I've ever heard. The energy and passion was unbelievable.
- Tony, Stillwater, OK

I think that he left them out because it is really the only vulgarity on the album. They would have been required to put a parental advisory on the album had the lyrics been included as proof. Since he changes the lyrics everytime he sings the songs, and improv/mumbles a lot of them, noone can prove that he is cursing on the album and thus they can sell more records and still be known as a fairly mainstream act.
- D, Arizona, AZ

One of the most underrated Dave song's ever. I highly doubt that at one time none of us has been in a situation with a girl we liked/loved and just wanted to tell them to F**K OFF. But your at the end of the day our feelings are the same.
- Chris, Kalamazoo, MI

On his studio albums yes this song sucks, but I saw him preform this on a DVD from the gorge and let me tell you this song is amazing and much better live, but than again most of the live songs are better.
- Lyak, Farbanks, AK

possibly the worse song by dave of all-time
- Joshua, cincinnati, OH

I'll bet Julia Grey spends large chunks of every one of her days saying to herself, "Dave Matthews asked me to marry him and I turned him down three times. What the f*** was I thinking???"
- Ash, Charleston, WV

I want to hear this song live sooo bad. It is such a great song.
- Locke, Blacksburg, VA

Halloween is an amazing song its nothng like any other dave matthews band song....i wish i was one of the lucky ones that have actually have heard it live...i have heard it teased twice though
- Jeremy, clay, NY

Theyre omitted because they contain the "F" word- Dave said once he didnt want his mother to read any of his lyrics that had swears (or something to that extent)
- Brad, Boston, MA

In the album insert of Before These Crowded Streets, the lyrics to Halloween were omitted. I do not know why, but i think that it has something to do with the "unusual" nature of the lyrics in comparison to the bands other songs.
- Peter Hamilton, Brussels, Belgium