Lay your head where my heart used to be
Hold the earth above me
Lay down in the green grass
Remember when you loved me

Come closer don't be shy
Stand beneath a rainy sky
The moon is over the rise
Think of me as a train goes by

Clear the thistles and brambles
Whistle 'Didn't He Ramble'(1)
Now there's a bubble of me
and it's floating in thee

Stand in the shade of me
Things are now made of me
The weather vane will say:
It smells like rain today

God took the stars and he tossed 'em
Can't tell the birds from the blossoms
You'll never be free of me
He'll make a tree from me

Don't say good bye to me
Describe the sky to me(2)
And if the sky falls, mark my words
we'll catch mocking birds(3)

Lay your head where my heart used to be
Hold the earth above me
Lay down in the green grass
Remember when you loved me

Written by: Tom Waits and Kathleen Waits-Brennan