Songfacts®:

• "Lullaby" 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 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," Mullins 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. According to Mullins, Swain had a pet ferret on the set.
• On December 17, 1998, "Lullaby" was climbing the charts and Mullins found himself on the bill for the Z100 Jingle Ball at Madison Square Garden along with 'N Sync, Boyz II Men, and several other hitmakers. Mullins, though, could still blend into a crowd, which was a problem because he left his wallet at his hotel and couldn't convince security that he was a performer. It was eventually sorted out and served as an early indicator that Mullins was better suited to more intimate venues, which he prefers to play.
• 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. It was also used in the 2011 movie Bad Teacher, starring Cameron Diaz.