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wrote this lullaby for a girl he was seeing when Counting Crows started taking off, and he had to go on the road without her. They broke up after he went on tour and came home for Christmas, but Duritz wants her to know that she will always have a place in his heart. The lyric, "I'll wait for you in Baton Rouge, and I'll miss you down in New Orleans" refers to places he toured and times he spent wishing he was with her.
Duritz often uses the real names of people in his songs, sometimes changing them a bit. "Elisabeth" in this song is really a girl named Betsy. She also shows up in the 1999 Counting Crows song "I Wish I Was A Girl," where Duritz sings: "I wish for all the world that I could say, Hey, Elisabeth, you know I'm doing all right
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