written by Lucinda Williams Lorne Rall

Lucinda Williams Lead vocals, acoustic guitar
Gurf Morlix Electric and acoustic guitar/background vocals
Duane Jarvis Electric guitar

Dr. John Ciambotti Bass
Donald Lindley Drums and percussion
Doug Atwell fiddle

Back in Memphis she was a pearl
She was everyone's favorite girl
Now her eyes have a vacant stare
What she wouldn't give to be livin' back there
She married a man when she left home
She wanted someone she could call her own
He was good to her when he wasn't drunk
He'd hold her and tell her how pretty she looked
Back in Memphis where she grew up
The life she knew was just not enough
Back in Memphis when she was a girl
She thought one day she'd own the world
She'd look at the TV and magazines
And she'd believe all the pictures she'd seen
She'd be wearin' silk and perfume so sweet
But those things don't mean much out here on the street

SOLO

Back in Memphis she had fun
Goin' around, tellin' everyone
She was gonna buy dresses that zip up the side
And wear red lipstick, have a nice car to drive
She bounces her baby on her knee
Sayin' maybe today we'll get lucky, you'll see
I promise it won't always be like this
Come here, sugar, give Mamma a kiss
Back in Memphis another time
Didn't look like things would turn out fine
Back in Memphis when she was a girl
She thought one day she'd own the world
Back in Memphis she was a pearl

From Lucinda Williams 'Sweet Old World'
Chameleon Records 1992
Lucy Jones Music(BMI)/Lump Dog Music(BMI)