Counting Crows lead singer Adam Duritz said of this song: "My last girlfriend, for the first month and a half that we were going out, her mother was living with her, and her mother's very Catholic. We couldn't spend the night together, so I was constantly making these drives in the middle of the night - very surreal, four in the morning, falling asleep. I really believed in the relationship, but when I was writing this song, the lyrics came out: 'Pretty soon I won't come around.' It wasn't what I wanted - I didn't want it to end - but there it was. It's about the inevitability of leaving."
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