Adam Duritz has taken care not to reveal the identity of Mrs. Potter, and if it really is the actress Monica Potter from the movies Con Air, Patch Adams and Saw. He says that after he wrote the song, he had dinner with a couple who brought an actress friend along. She and Duritz hit it off, and he invited her to the recording session, where he announced her as "Mrs. Potter." She went out of town for a few days, during which time Duritz wrote a few songs inspired by their quick separation and long phone calls: "Colorblind," "Four Days" and "Kid Things."
When she returned, they started dating. Their producer Dennis Herring had given her a tape from the sessions, which she played for Duritz when he told her that they were having trouble mixing the song. One take on the tape sounded really good, so Adam played that one for the band and used it on the recording. They realized that they had overcomplicated the song, so they stripped it down, working from that one take.