Blues Traveler frontman John Popper was caught in the "friend zone" with the band's original bass player, Felicia Lewis, when he wrote this song. The group's guitarist, Chan Kinchla, told the story in a 2012 Songfacts interview
: "The song's an unrequited love song about John and our original bass player, Felicia, who he kind of had a crush on. She was actually classically trained as a violinist, and she was just playing bass for fun because she was friends with everyone."
Kinchla says that Felicia was a great student and eventually became a doctor - her calling was medicine, not music. When Bobby Sheehan was ready to take over on bass, Felicia stepped aside. Says Kinchla, "It's a very amicable situation. John always had kind of a crush on her, but they were friends, as well. So that song's from that whole affair. They're still very close. It's just an unrequited love song."