Songfacts®:

• Ryan Adams co-wrote this song and sang background vocals. He and Counting Crows frontman Adam Duritz were good friends and worked together on Adams' 2001 album Gold. Counting Crows keyboard player Charlie Gillingham is also credited as a writer.
• This was written about the actress Mary-Louise Parker, whom Duritz dated in the late '90s. In the song, she's "Mary-Ann" because "Mary-Louise" doesn't sing very well.
  
  In a Reddit AMA, Parker said: "I love the song. It doesn't get a lot of airplay though. Adam told me he started writing it the night after I won a Tony, and then Ryan came over. They're two of my favorite singers and good friends, both of them."
  
  The Tony Award was Best Actress In A Play for her work in Proof. The ceremony took place June 3, 2001. Parker and Duritz remained friends - they went to the 2008 Tony Awards together, where they were both presenters.
• Adam Duritz literally sings the praises of Parker in this song, telling her she's "better than the world" and "they did a lot of things right on this girl." He, on the other hand, is a flawed creature, like a butterfly losing its wings, reverting back into a caterpillar.
  
  Somehow, it doesn't come off as pitiable. Duritz might be moving in the wrong direction - one that pulls him away from a girl like Parker - but it's all part of his life journey, and this song is a document. Duritz has dated several celebrities (including two Friends cast members: Courteney Cox and Jennifer Aniston), but has never married. He remains on good terms with many of his exes.