I was painting a still life this morning

Of a throat lozenge sitting on a copy of Tropic of Cancer

The only thing weird about it is that a year ago

I never thought I'd paint anything again

I decided I wasn't gonna ever paint again

It didn't bother me too much

Warhol's dead, David Hockney's still alive, I don't need to paint

I'd painted over 10,000 paintings

Sad ones, funny ones, dark ones and light ones

I'd done haystacks and rich old ladies by their pool

Wearing nothing but a scarf

I'd painted everything there was to paint

Now it was time to sit back, give interviews

Get on the internet, hang out at Club Med

Take stock of what I'd done

You know, the best friend I ever had was a dog

That sounds like a cliché unless it's happened to you

Some days that dog was the only reason I even got out of bed

That dog went everywhere with me

Then I heard that crack addicts were stealing dogs

And selling them for animal research

Sounded like an urban myth to me like the mouse in the Coke bottle

But I started leaving her at home after that

You know, Paula was my wife for a while

She ran off to Paris with the great grandson of Van Gogh

A cartoonist who did fashion graphics for Le Monde

When Paula left, she took my dog

I never saw her again except in court during the custody battle

She won and got to keep the dog

And I didn't speak to anyone for months

You know, sometimes it feels

Like there's so much that you need

Sometimes the world is upside down

Sometimes it seems

That the only thing you need

Is holding someone's hand as you walk through town

I started hanging around with Dino

He used to run a poker game back east

Now he has a little coffee shop

Serves cappuccino to his old pals

Tommy Chicago and Jimmy the Wig and Ugly Rose

You know, the best person I ever knew was a Mormon woman named Estelle

She still calls me drunk every few months

And asks me stuff I don't wanna talk about

You can't talk to her long unless you're drunk yourself

Then we go all night

Yeah, she goes, "Why baby, why baby, why baby, why

Have you turned your back on love?

You had so many chances

Why have you let them all go by?"

Well, one morning I was sitting out front of Dino's place

With Jake Beshears, a guy from Philly who gives free mohawks

There was a couple young painters I was hoping would come by

So I could give them some advice

Yeah, I was sitting there updating my list of enemies

When this girl walks in and the universe kinda stopped

Turned out she drank the same tea as me

Don't take more than that to start a conversation sometimes

She believed collage was the greatest of all the arts

And was busy pasting pictures of horses

Next to ads for laundry soap next to Muhammad Ali

She had a turquoise in her ear

And said Rachmaninoff was always in her head

Later that day I was trying to describe her to Jimmy the Wig

I couldn't find any words and I realized

I'd started to sketch her chin

Somehow it didn't look right

I scratched it out and tried it again

I filled an entire pad, I threw it away

I never even came close

For six days I sat at Dino's place

The rain wouldn't quit and no one came in

Finally on the seventh day it cleared and in she walked

I asked her to sit with me and I bought her a cup of tea

And I asked her to model for me sometime

That afternoon I was at a canvas

She was wearing a yellow dress

I swore if she'd let me, I'd get it right

I'd painted over 10,000 paintings

Sad ones, funny ones, dark ones and light ones

But sitting there, it was like I couldn't even write my own name

I apologized and said, "It's been a few months

If you have patience, I'll get the hang of it again"

In the next few weeks, I painted her hundreds of times

If I get the nose right, the chin's too long

If I get them both right, the face is too thin

But I keep after it and one day I'll get it all right

I painted a still life this morning

Of a throat lozenge sitting on a copy of Tropic of Cancer

The only thing that's funny is I

Never thought I'd paint anything again

I think I might go visit Estelle

Those Utah mountains are good for the soul

I'll bring my brushes and some Jack Daniels

And we can make up for lost time

She said, "Why baby, why baby, why baby, why baby

Why have you turned your back on love?

You had so many chances

Why have you let them all go by?"

She said, "Why baby, why baby, why baby, why baby

Why have you turned your back on love?

You had so many chances

Why have you let them all go by?"

Sometimes it seems

Like there's so much that you need

Sometimes the world is upside down

Sometimes it seems

That the only thing you need