U P S I D E L O O K I N G D O W N
(W. Becker, L. Klein)
Well you came on like some blazing supernova
With a flame that burned so brightly in the sky
Then you woke up and your long white night was over
And you cursed the world that dared to pass you by
Now you blame the ones who love you for your sorrows
Dealing dirty while you steal the higher ground
But you cheated and you lied
And life took you for a ride
Now you're standing on the upside
Looking down
And O the hero in disguise
Believing his own alibis
You run so scared you're standing still
I know you are - I know you will
Be the first to call it quits and run for cover
While your little world is crumbling all around
But you punked out on yourself
You can't blame nobody else
Now that you're standing on the upside
Looking down
And O the heartache of the thief
Strung out on his own stash of grief
A line for you - a flake for me
But now it's ancient history
When the sky is turning black and glassing over
As you drift so high above the lights of town
All at once it seems so clear
You can see it all from here
When you're standing on the upside
Looking down
Vocals, bass: Walter Becker
Drums: Keith Carlock
Guitars: Jon Herington
Guitar, guitar solo: Dean Parks
Keyboards: Henry Hey
Piano: Ted Baker
Background vocals: Carolyn Leonhart-Escoffery,
Kate Markowitz, Cindy Mizelle, Windy Wagner
(W. Becker, L. Klein)
Well you came on like some blazing supernova
With a flame that burned so brightly in the sky
Then you woke up and your long white night was over
And you cursed the world that dared to pass you by
Now you blame the ones who love you for your sorrows
Dealing dirty while you steal the higher ground
But you cheated and you lied
And life took you for a ride
Now you're standing on the upside
Looking down
And O the hero in disguise
Believing his own alibis
You run so scared you're standing still
I know you are - I know you will
Be the first to call it quits and run for cover
While your little world is crumbling all around
But you punked out on yourself
You can't blame nobody else
Now that you're standing on the upside
Looking down
And O the heartache of the thief
Strung out on his own stash of grief
A line for you - a flake for me
But now it's ancient history
When the sky is turning black and glassing over
As you drift so high above the lights of town
All at once it seems so clear
You can see it all from here
When you're standing on the upside
Looking down
Vocals, bass: Walter Becker
Drums: Keith Carlock
Guitars: Jon Herington
Guitar, guitar solo: Dean Parks
Keyboards: Henry Hey
Piano: Ted Baker
Background vocals: Carolyn Leonhart-Escoffery,
Kate Markowitz, Cindy Mizelle, Windy Wagner