By Dan Bern
Transcribed by Justin

Intro: G  Am  C  D  G  G  Am  C  D  G

G
I was painting a still life this morning
        Am
Of a throat lozenge sitting on a copy of  Tropic of Cancer
       C                                  D
The only thing weird about it is that a year ago
           G
I never thought I'd paint anything again
G
I decided I wasn't ever gonna paint again
            Am
It didn't bother me too much, Warhol's dead,
          C                                                         G
David Hockney's still alive, I don't need to paint

G
I painted over ten thousand paintings
       Am
Sad ones, funny ones, dark ones, and light ones
               C                               D
I've done haystacks and rich old ladies by their pools
             G
Wearing nothing but a scarf
G                                                                              Am
I've painted everything there was to paint, now it was time to sit back
                                             C                                D
Give interviews, get on the Internet, hang out at Club Med,
                                     G
Take stock of what I've done

G
You know, the best friend I ever had was a dog
    Am
It sounds like a cliche unless it's happened to you
          C                                      D                                 G
Some days that dog was the only reason I even got out of bed
G
That dog went everywhere with me, and then I heard the crack addicts
          Am
Were stealin' dogs and selling them for animal research
    C                                                            D
It sounded like an urban myth to me like the mouse in the Coke bottle
G
But I started leavin' her at home after that

G
You know, Paula was my wife for a while
      Am
She ran off to Paris with the great grandson of Van Gogh
 C                             D                                 G
A cartoonist who did fashion graphics for Le Monde
G
When Paula left she took my dog
            Am
I never saw her again except in the court during the custody battle
C                                          D
She won and got to keep the dog
                                 G
And I didn't speak to anyone for months

                 G
You know sometimes it feels
                  Bm
Like there's so much that you need
C                    Bm                   G
Sometimes the world is upside down
G
Sometimes it feels
              Bm
Like the only thing you need
    C                        Bm                                   Bb   C
Is holdin' someone's hand as you walk through town

G
I started hanging around with Dino
                          Am
He used to run a poker game back east
                     C                             D
Now he sells cappuccino to his old pals
                                G
Tommy Chicago and Jimmy the Wig and Ugly Rose
G
You know the best person I ever knew
                                                Am
Was a Mormon woman named Estelle
                                                                     C                                         D
She still calls me drunk every few months and asks me stuff I don't want to talk about
               G
You can't talk to her very long unless you're drunk yourself

Then we go all night

G  Am  C  D  G

G
She says, "Why baby, why baby, why baby, why
               Am
Have you turned your back on love?
              C                         D                                        G
You had so many chances, why have you let them all go by?"

G
Well, one morning I was sitting in front of Dino's place
                      Am
With Jake the Shears, a guy from Philly who gives free mohawks
C                                 D
And a couple of young painters I was hoping would come by
                 G
So I could give 'em some advice
G
Yeah,  I was sittin' there updating my list of enemies
                Am
When this girl walks in and the universe kind of stops
C                                             D
Turned out she drank the same tea as me
                                   G
It don't take more than that to start a conversation sometimes
G
She believed collage was the greatest of all the arts
              Am
And was busy pasting pictures of horses
             C                                             D
Next to ads for laundry soap next to Mohammed Ali
                G
She had a turquoise in her ear and said Rachmaninoff was always in her head

G                                                                 Am
Later that day I was trying to describe her to Jimmy the Wig
               C                    D                                        G
I couldn't find any words and I realized I'd started to sketch her chin
G
Somehow it didn't look right
                                Am
I scratched it out and tried it again
               C                             D                                   G
I filled an entire pad, I threw it away, I never even came close
G
For six days I sat at Dino's place
      Am
The rain wouldn't quit and no one came in
C                                        D                         G
Finally on the seventh day it cleared and in she walked
G
I asked her to sit with me and I bought her a cup of tea
          Am
And I asked her to model for me sometime
               C                                  D
That afternoon I was at a canvas, she was wearing a yellow dress
   G
I swore if she let me, I'd get it right

G
I've painted over ten thousand paintings
Am
Sad ones, funny ones, dark ones, and light ones
      C                                                D                           G
But sitting there, it was like I couldn't even write my own name
G
I apologized and said, "It's been a few months
                 Am
If you have patience, I'll get the hang of it again"
                 C                  D                                 G
In the next few weeks, I painted her hundreds of times
G
If I get the nose right, the chin's too long
                 Am
If I get 'em both right, the face is too thin
                 C               D                      G
But I keep after it and one day I'll get it all right

G  Am  C  D  G
G  Am  C  D  G

G
I painted a still life this morning
        Am
Of a throat lozenge sitting on a copy of Tropic of Cancer
       C                 D                                              G
The only that's funny is I never thought I'd paint anything again
G
I think I might go visit Estelle
          Am
Those Utah mountains are good for the soul
                  C                                  D
I'll bring my brushes and some Jack Daniels
                                      G
And we can make up for lost time
G
She said,  "Why baby, why baby, why baby, why baby
                       Am
Why have you turned your back on love
              C                         D                               G
You had so many chances, why do you let 'em all go by?
G
Why baby, why baby, why baby, why baby
        Am
Why have you turned your back on love
              C                         D                                   G
You had so many chances, why do you let 'em all go by?"

                G
You know sometimes it feels
                  Bm
Like there's so much that you need
C                    Bm                   G
Sometimes the world is upside down
G
Sometimes it feels
              Bm
Like the only thing you need
    C                        Bm                                   Bb   C
Is holdin' someone's hand as you walk through town

G  Am  C  D  G
G  Am  C  D  G
G  Am  C  D  G
G  Am  C  D  G

Notes: This song is actually structured much more simply than I made it look. It's the vocal phrasing that throws me off, but that's more natural. Basically, except for the chorus, it's just two measures of G, two measures of Am, a measure of C, a measure of D, then back to G, then you just repeat it. So why did I bother to type the whole song out? I'm asking myself the same question right now.