G
I was painting a still life this morning
     Am
Of a throat lozenge sitting on a copy
Of Tropic of Cancer
    C
The only thing weird about it
          D
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
David Hockney's still alive
        D               G
I don't need to paint

          G
I painted over ten thousand paintings
          Am
Sad ones, funny ones, dark ones, and light ones
          C
I've done haystacks
             D
And rich old ladies by their pools 
        G
Wearing nothing but a scarf
             G
I've painted everything there was to paint
           Am
Now it was time to sit back
                            C
Give interviews, get on the internet
                 D
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
                     Am
And then I heard the crack addicts
Were stealin' dogs and selling them for animal research
           C
It sounded like an urban myth to me
D
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                       Am     C    G
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
She still calls me drunk every few months
    C                             D
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
           G           Am     C     D     G
Then we go all night

          G
She says, "Why baby, why baby, why baby, why
         Am
Have you turned your back on love?
        C
You had so many chances
D                           G
Why have you let 'em 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
There were a couple of young painters
      D
I was hopin' to 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
Next to ads for laundry soap
                 D
Next to Mohammed Ali
          G
She had a turquoise in her ear
                                        G
And said Rachmaninoff was always in her head
                                               Am
Later that day I was trying to describe her to Jimmy the Wig
           C
I couldn't find any words
      D                       G
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
I filled an entire pad
           D                       G
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
Finally on the seventh day it cleared
           G
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                    
That afternoon I was at a canvas
                         D
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
But sitting there, it was like I couldn't even
             G
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 
But I keep after it and one day
             G
I get it all right


[harmonica solo]
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
The only thing that's funny
     D
Is I never thought
                   G
I'd paint anything again
          G
I think I might go visit Estelle
           Am
Those Utah mountains are good for the soul
              C
I'll bring my brushes 
              D
And some Jack Daniels
                       G
And we can make up for lost time

          G
She said, "Why baby, why baby, why baby why?
Am
Have you turned your back on love
        C
You had so many chances
    D                     G
Why do you let 'em all go by?
G                            Am
Why baby, why baby, why baby why?
Have you turned your back on love
        C
You had so many chances
D                         G
Why do you let 'em all go by?"

G                               Bm
Sometimes it seems like there's so much that you need
C             Bm              G
Sometimes the world is upside down
G                           Bm
Sometimes it seems like the only thing you need
C                    Bm                       Am    C    G
Is holdin' someone's hand as you walk through town