arranged and adapted by Arlo Guthrie

So you ask me my kind friend
Why I am sad and still
And why my brow is darkened

Like the clouds upon the hill

Rein in your ponies closer
And I'll tell you all a tale
Of Utah Carroll, partner
And his last ride on the trail

In a grave without a headstone
Without a date or name
My partner lies there silent
In the land from which I came

Long ago we rode together
We'd ridden side by side
I loved him like a brother
And I wept when Utah died

While riding up one morning
And our work was almost done
The cattle quickly started
On a wild and maddening run

The boss's little daughter
Who was riding on that side
Rushed in to stop the stampede
It was there my partner died

Lenore upon her pony
Tried to turn the cattle right
But her blanket slipped beneath her
And she caught and held on tight

When we all saw that red blanket
Each cowboy held his breath
For should her pony fail her
None could save the girl from death

When the cattle saw the blanket
Almost dragging on the ground
They were maddened in a moment
And they charged with deafening sound

The girl soon saw her danger
And she turned her pony's face
And bending in her saddle
Tried the blanket to replace

Just then she lost her balance
In the front of that wild tide
Carroll's voice controlled the round up
"Lie still, Lenore" he cried

And then close up beside her
Came Utah riding fast
But little did the poor boy know
The ride would be his last

Full often from the saddle
He had caught the trailing rope
To pick her up at full speed
Was now his only hope

He swung low from his saddle
To take her to his arm
We thought that he'd succeeded
That the girl was safe from harm

But such a strain upon his saddle
Had ne'er been put before
And the cinches gave beneath him
And he fell beside Lenore

When the girl fell from her saddle
She had dragged the blanket down
It lay there close beside them
Where they lay upon the ground

Utah took the blanket
And to Lenore he said
"Lie still" and quickly running
Waved the red thing o'er his head

He turned the maddened cattle
From Lenore, his little friend
And as the mighty herd rushed toward him
He turned to met his end

And as the herd came on him
His weapon quickly drew
He was bound to die defended
As all brave cowboys do

The weapon flashed like lightning
And it sounded loud and clear
As the cattle rushed and killed him
He dropped the leading steer

When I broke through that wide circle
To where poor Utah lay
With a thousand wounds and bruises
His life blood ebbed away

I knelt down close beside him
And I knew that all was o'er
As I heard him faintly whisper
"Good-bye, my sweet Lenore"

Next morning at the churchyard
I heard the preacher say
"Don't think our kind friend Utah
Was lost on that great day

He was a much-loved cowboy
And not afraid to die
And we'll meet him at the round up
On the plains beyond the sky"

So you ask me my kind friend
Why I am sad and still
And why my brow is darkened
Like the clouds upon the hill

Rein in your ponies closer
And I'll tell you all a tale
Of Utah Carroll, partner
And his last ride on the trail