Late one night the midnight ghost rolled out of San Jose
We could hear the echo of the whistle across the bay
Gypsy said that he could hear
The freedom he couldn't see
I smiled and rubbed old Rex's head
I think he understood me

From the Hills of California
To the North Carolina coast
Gypsy saw the skies looking through my eyes
Riding on the midnight ghost.

Gypsy would grab my arm and ask what we were passing by
I'd describe the Rio Grande and the redwood In the sky
Now we never talked about the time my mistake took away his sight
Gypsy had accepted that he said Rex makes it alright.

We made friends in every state that's real important to me
Gypsy and Rex would have a home if something should happen to me
But I know the only thing that would bring old Gypsy down
Is having to miss the midnight ghost and all of those moving sounds.