Album: Soul's Core (1998)
Charted: 9 7


  • This is an ironic yet touching song about the glamorous but empty, phony life in Los Angeles (particularly Hollywood). The heroine is a wealthy, unfulfilled girl caught up in a life she alternately enjoys and hates, but never really understands. >>
    Suggestion credit:
    Mike - Santa Barbara, CA
  • This song was inspired by a woman who approached Mullins in 1997 after his gig at the Los Angeles restaurant Genghis Cohen. They had a few drinks, and she proceeded to tell him her life story, which he used as the basis for the lyric. "She kind of blew my mind with her crazy childhood and teenage years," he told Songfacts. "It was really cool."

    He added: "There were certain details, like Sonny & Cher and Bob Seger, things in it that were real. But there's also certain things about her character in the song that aren't really like her. The person in the song took a sadder turn. The actual girl really had her act together and she was very smiley. Her smile was incredible."
  • Mullins had been toiling on the road for several years when he wrote this song. He was based in Atlanta, where he pressed copies of the single that were released independently. The big break came when the Atlanta radio station 99X put it in rotation. Thanks to this exposure, about 6,000 copies sold through record stores in the area, which got the attention of various record companies. Columbia Records outbid Universal and Atlantic for his services, and released the song as Mullins' first major-label single. For the next three years, he toured relentlessly, often as the opening act for the likes of Hootie & the Blowfish and Chris Isaak.

    But Mullins never again reached the Hot 100. His next album, Beneath the Velvet Sun, was released in 2000 and went nowhere. "My creative side took over and I was like, 'I want to do something really different that would still be me,'" he said in his Songfacts interview. In 2003, he released an album on Columbia with The Thorns, a group he formed with Pete Droge and Matthew Sweet, but that also flopped. In 2004, he left the label, moving into Americana territory as an independent artist.
  • "Lullaby" is filled with imperfections (including words that don't really rhyme) which is part of its charm. "The whole album was written from journal entries that I would do on the road," he told Songfacts. "So, after that night the lyric was pretty much done. I never edited back then at all."
  • Musically, Mullins drew inspiration on this song from Joni Mitchell and Ani DiFranco, whom he credits for the melodic and rhythmic approach. He listened to them a lot traveling to gigs.
  • The unusual rhythm track was created on a drum machine by Brandon Bush, brother of Kristian Bush from Sugarland. "He had this cool drum machine where you can slow beats down and then speed them up, or make them sound backwards," Mullins said. "We started messing around with a tempo which was just using your typical James Brown's drummer beat and I was like, let's use that in the background. We didn't have a drummer in the band, so we demoed it that way."
  • The video was directed by Roger Pistole, whose credits include "Counterfeit" by Limp Bizkit and "Long Day" by Matchbox Twenty. It features Dominique Swain, who starred in the movie Lolita in 1997, as the wayward girl in the song.
  • This was used on The Office in the season 6 episode "Murder." Michael plays it to comfort himself after finding out the company might be filing bankruptcy.
  • This was used in the 2011 movie Bad Teacher, starring Cameron Diaz.

Comments: 11

  • Lindsey from Seattle, WaThis song has gotten me through so many rough times. I’ve cried to this song more times than I can remember and I hope Shawn Mullins knows he’s literally saved lives with this song. Can’t believe it’s more than 20 years old. It’s timeless in my book.
  • Brian from PennsylvaniaI think it was inspired by the sad story of Dominique Dunne. She came from a rich Hollywood family, Her father was friends with Dennis Hopper, the girl in the video was named Dominique, and she certainly seen her share of devils in that angel town.
  • Kira Pettet from Los AngelesI knew it was about Mackenzie Phillips instantly, Sandy-Huntington,Ny!!
  • Sandy from Huntington, NyAfter reading Mackenzie Phillips' Autobiography, "High on Arrival" I see many parallels between this song and her life. Mackenzie talks about the wild parties her parents held (her father was John Phillips, founder of the Mamas and the Papas) in LA, where she was introduced to the ugly side of fame at a very young age of 10. She also lived with her mother, Susan, off and on "down the road" from her father's mansion, while she and her mother struggled financially. Mack has seen the downside of the rock and roll world first hand, and this may be a tale of her life. At first I thought it was Drew Barrymore too, until I read Mackenzie's book.
  • Denise from Los Angeles, CaSeems Shawn holds a grudge because he couldn't make it in lalaland.
    I know that bar he's talking about on Fairfax. A lot of big names actually played there and regulars. Least they used to.
    I get bored with songs beating down L.A. It's a good place to live. We all have our ups and downs and same goes for big cities. I think it's more of what we make of our life and who we are then where we live/come from.
  • Will from Iowa City, IaI just saw Shawn in concert, he was opening for Dar Williams.
    He opened the song by explaining that it was really difficult for him to find gigs in CA, so he kept performing in a Night Club/Chinese restaurant. He said one night after a sold out show (25people) a girl came up to him and said that she really liked hearing his stories and wanted to tell him some of hers.
  • Mitchell from Adelaide, Australia I like how he says Sonny & Cher, you can hear him smiling when he says it. Just thought I'd say that.
  • Ron from Nyc, Nycould this song be about Drew Barrymore?
  • Sharnay from Melbourne, Australiai found this song to be quite touching and one of the best songs written. i think its about a beautiful rich girl whos life may seem perfect but behind closed doors she is very lonely and unhappy. It shows that money dosen't always make you happy!!!
  • Madalyn from Greensburg, Paone of those songs that make you looks at your life while you in bed and then you start to cry...i always do
  • Robin from Denton, TxOne of the greatest songs ever written. Shawn Mullins was in the military when he wrote the original draft of this incredible song. My late nephew, Trevor, considered this as his favorite ever. When he died in 2002 of AIDS, I had the funeral home play it at his funeral, along with the New Radicals YOU GET WHAT YOU GIVE, his other favorite. LULLABYE is about a young woman who lives an unfulfilled life, yet the lyrics had Trev's name written all over them. Thanks, Shawn.
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