she's on the midnight out of memphis
an empty train, a window seat
a single tattered suitcase
tucked away beneath her feet
she falls asleep, her head against the window glass
the whispers of the trees
are soothing as they pass

and I know where she wants to go
and I've learned the things she wants to know
and if I could be there, I'd explain
but I know she will remain
on someone else's train

she's trying to look forward
escape her pressured past
but daddy's little girl, it seems
was growing up too fast

so she's riding through that tunnel
and that train keeps shuffling on
she can't see where she's going
her eyes close, she's almost gone

and I know where she wants to go
and I've learned the things she wants to know
and if I could be there, I'd explain
but I know she will remain
and I know what she's running from
and that you win a few by losing some
and if I could be there, I'd explain
but I know she will remain
on someone else's train