It was late, it was time to get away
She said her friends would be alright
"Let's go somewhere that we can talk -
I know a place that's open all night"
It was late when we started to move
The streetlights played with her face
The feel of the air and the look of her skin
I know I can't even begin to replace

It was late when we found the spot
But the waiter was in no rush
I took a long look from across the table
When she opened her purse and took out a brush
It was late when we started to talk
And the waiter finally brought her a drink
She laughed like I had known her for years
"And it seems like I have," or so I began to think

It was late when we started to leave
But I didn't have enough for a tip
So I smiled and asked if she was ready to run
She shook her head and bit her lip
It was late but we sat back down
She took my hand and held it too tight
She said she was tired and that she felt sick
"I'd rather talk than run tonight"

Spilling my guts was too easy
That's why I made a lid
This girl never broke my heart
But she reminds me of someone who did

From:  Big Al's Phathouse
Released:  July, 1996