Mrs. Potter's Lullaby by Counting Crows

Album: This Desert Life (1999)

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Songfacts®:

This song deals with memories and hope (both the false ones and all the far-searching dreams). Mrs. Potter is a movie star Adam Duritz is looking up at, admiring, and wanting her to be a part of his life. This song has a very dreamy feel about it all the way through, as does the video clip. Duritz says he wrote the song after going to a movie and wondering what it would be like to fall in love with a girl on the screen.

Duritz had some particular insights here, as he has dated a litany of actresses, including Mary-Louise Parker, Jennifer Aniston, Samantha Mathis and Emmy Rossum.
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.
This song runs 7:46, but Adam Duritz tells us that it took him only about eight hours to write. "It's a longer song, but it's one sitting," he said. "I would always sit in that feeling for a while."

Comments: 11

Hugh from Oxford, Oxfordshire, United KingdomWow. I have not heard this song for a long time.
Funny how time flys. I have some good memories and some not so great memories associated with not only the song but the musical group as well.
Brian from Boston, MaThis is a great song.I hear influences of Van Morrison in this song.Ican't listen to this though because it reminds me a real tough time in my life
Jeff from Charleston, ScAs someone who generally isn't a fan of relatively modern music (most of my favorites are from the 70's) I loved this song- so well written. I love the lyrics, especially

"And the price of a memory is the memory of the sorrow it brings"

It brought a tear to my eye the first time I heard it while I was driving to work one morning... I immediately began to think of so much from my past that I wished I could do over...
Jonny from New Bedford,"You can see a million miles tonight,but you can't get very far" how many hours a day do most of us do this? Dream envision the places we'd love to see or the things we'd love to do yet "can't" do any of them...
Alice from São Paulo, BrazilI'm seriously considering tatooing ''Always one last light to turn out and one last bell to ring'' on my back
Andy from Leeds, United KingdomThis song became a soundtrack to my life whilst I was working away from home in Barcelona one summer, the words are superb, one day I'll get to the Palace and have a drink with the last king of Hollywood.
William from Las Cruces, NmThe movie star is Monica Potter.
Alberto from Carpi, ItalyA masterpiece, like many songs by Counting Crows. The melody is so sweet, and lyrics are pure poetry. "When I see you a blanket of stars covers me in my bed..."
John from Dublin, IrelandThe lyrics are amazing. "If you've never stared off into the distance then your life is a shame." Well, he's right you know!
Beth from Livonia, MiIt is a brilliant song, John, the first time i heard it i completely tuned out and just imagined everything that it was describing. Completely amazing.
John from Cleveland, TnProbably one of the best songs from the Counting Crows, atleast, IMHO. I love the song, the lyrics, the flow of the music. Just great song. Almost like you don't want it to end, but you want to hit repeat when it does end.

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