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This was written by lead singer Adam Duritz and guitarist David Bryson. On an episode of VH1's Storytellers, Adam explained: "It's really a song about my friend Marty and I. We went out one night to watch his dad play, his dad was a Flamenco guitar player who lived in Spain, and he was in San Francisco in the mission playing with his old Flamenco troupe. And after the gig we all went to this bar called the New Amsterdam in San Francisco on Columbus and we got completely drunk. And Marty and I sat at the bar staring at these two girls, wishing there was some way we could go talk to them, but we were too shy. We kept joking with each other that if we were big rock stars instead of such loser, low-budget musicians, this would be easy. I went home that night and I wrote a song about it. I joke about what it's about, that story. But it's really a song about all the dreams and all the things that make you want to go into doing whatever it is that seizes your heart, whether it's being a rock star or being a doctor or whatever. Those things run from 'all this stuff I have pent up inside of me' to 'I want to meet girls because I'm tired of not being able to.' It is a lot of those things, it's about all those dreams, but it's also kind of cautionary because it's about how misguided you may be about some of those things and how hollow they may be too. Like the character in the song keeps saying, 'When everybody loves me I will never be lonely,' and you're supposed to know that that's not the way it's gonna be. I knew that even then. And this is a song about my dreams."

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