written by Lucinda Williams Lorne Rall



Lucinda Williams Lead vocals, acoustic guitar

Gurf Morlix Electric and acoustic guitarbackground vocals

Duane Jarvis Electric guitar

Dr. John Ciambotti Bass

Donald Lindley Drums and percussion

Doug Atwell fiddle



Back in Memphis she was a pearl

She was everyone's favorite girl

Now her eyes have a vacant stare

What she wouldn't give to be livin' back there

She married a man when she left home

She wanted someone she could call her own

He was good to her when he wasn't drunk

He'd hold her and tell her how pretty she looked

Back in Memphis where she grew up

The life she knew was just not enough

Back in Memphis when she was a girl

She thought one day she'd own the world

She'd look at the TV and magazines

And she'd believe all the pictures she'd seen

She'd be wearin' silk and perfume so sweet

But those things don't mean much out here on the street



SOLO



Back in Memphis she had fun

Goin' around, tellin' everyone

She was gonna buy dresses that zip up the side

And wear red lipstick, have a nice car to drive

She bounces her baby on her knee

Sayin' maybe today we'll get lucky, you'll see

I promise it won't always be like this

Come here, sugar, give Mamma a kiss

Back in Memphis another time

Didn't look like things would turn out fine

Back in Memphis when she was a girl

She thought one day she'd own the world

Back in Memphis she was a pearl



From Lucinda Williams 'Sweet Old World'

Chameleon Records 1992

Lucy Jones Music(BMI)Lump Dog Music(BMI)