The band's frontman, Adam Duritz, has stated that the song was written about actress Monica Potter.[1] Duritz, who has based other songs on real people, explained that this song was influenced by an imaginary version of the actress, based on seeing her onscreen in Con Air (1997) and Patch Adams (1998). As it so happened, they ended up meeting (for the first time) for a casual supper with industry friends the day the band was recording the song, and Potter returned to the studio with Duritz to watch them record. They became friends, and she actually salvaged the song for the band; when Duritz later told Potter that the song was being dropped as the subsequent production efforts had butchered it, she gave him a tape from that night with a clean copy of the fourth of eight versions recorded while she was in the studio, and this is the version that was added to the album.[1]
