Counting Crows – Mrs. Potter’s Lullaby

When I heard this song for the first time I liked it…the line “If dreams are like movies, then memories are films about ghosts” got my attention. It is a well-written song with great imagery.

The song peaked at #40 in the U.S. Billboard Adult Top 40 in 2000.

Adam Duritz the songwriter/singer has finally admitted to how he wrote the song Mrs. Potter’s Lullaby. According to an interview he did he admitted he wrote the song about a person who falls in love with an idealized version of someone and not who they actually are. In this particular case, the character falls in love with an actress on a screen, Monica Potter.

Image result for monica potter

From Songfacts

This song deals with memories and hope (both the false ones and all the far-searching dreams). Mrs. Potter is a movie star who 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.

It was written about 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 8 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.”

Mrs. Potter’s Lullaby

Well I woke up in mid-afternoon cause that’s when it all hurts the most
I dream I never know anyone at the party and I’m always the host
If dreams are like movies, then memories are films about ghosts
You can never escape, you can only move south down the coast

Well, I am an idiot walking a tightrope of fortune and fame
I am an acrobat swinging trapezes through circles of flame
If you’ve never stared off in the distance, then your life is a shame
And though I’ll never forget your face,
sometimes I can’t remember my name

Hey Mrs. Potter don’t cry
Hey Mrs. Potter I know why but
Hey Mrs. Potter won’t you talk to me

Well, there’s a piece of Maria in every song that I sing
And the price of a memory is the memory of the sorrow it brings
And there is always one last light to turn out and one last bell to ring
And the last one out of the circus has to lock up everything

Or the elephants will get out and forget to remember what you said
And the ghosts of the tilt-a-whirl will linger inside of your head
And the ferris wheel junkies will spin them forever instead
When I see you a blanket of stars covers me in bed

Hey Mrs. Potter don’t go
Hey Mrs. Potter I don’t know but
Hey Mrs. Potter won’t you talk to me

All the blue light reflections that color my mind when I sleep
And the lovesick rejections that accompany the company I keep
All the razor perceptions that cut just a little too deep
Hey I can bleed as well as anyone, but I need someone to help me sleep

So I throw my hand into the air and it swims in the beams
It’s just a brief interruption of the swirling dust sparkle jet stream
Well, I know I don’t know you and you’re probably not what you seem
But I’d sure like to find out
So why don’t you climb down off that movie screen

Hey Mrs. Potter don’t turn
Hey Mrs. Potter I burn for you
Hey Mrs. Potter won’t you talk to me

When the last king of Hollywood shatters his glass on the floor
and orders another
Well, I wonder what he did that for
That’s when I know that I have to get out cause I have been there before
So I gave up my seat at the bar and I head for the door

We drove out to the desert just to lie down beneath this bowl of stars
We stand up at the Palace like it’s the last of the great Pioneertown bars
We shout out these songs against the clang of electric guitars
You can see a million miles tonight
But you can’t get very far

Hey Mrs. Potter I won’t touch and
Hey Mrs. Potter it’s not much but
Hey Mrs. Potter won’t you talk to me

Author: Badfinger (Max)

Power Pop fan, Baseball fan, old movie and tv show fan... and a songwriter, bass and guitar player.

9 thoughts on “Counting Crows – Mrs. Potter’s Lullaby”

  1. I’d forgotten about this song. It’s really nice. Counting Crows is one of those groups whose songs I’ve liked when hearing them on the radio, but I know nothing about the band or their other works.

    Liked by 1 person

    1. I like them also. I first heard Mr. Jones early one morning when my alarm went off when it was released…I thought Wow… Van Morrison has a new song out. I figured out it wasn’t him but loved the song and then the group.


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