What did you see at the fair little Billy
Were there pretty girls there my billy
Maybe it was the colors and the lights all ablaze
Maybe it was face with a candy apple glaze
The motorcycle girl put a spell on me
The fortune teller said she d tell on me
Everything was spinning' and it carried me away
To a place for a while I thought I wanted to stay
What took you so long to get home Billy?
Did you stay did you stay till you were there all alone
Yeah I stayed till the lights began to grow dim
My friends had all left, I couldn't find them
I didn't mind at this time cause I didn't think
That the rides would stop and the lights would quit blinking
Or the booths where the men who talked through their noses
Would seal them selves tight , like a rose when it closes
I didn't think that the color that was all air
Could disappear so fast and leave nothing there
I never dreamed that the music of the calliope
Could change to the noise of of men takin the street
It all turned so strange , it all went so quick
The only friend left was the sound of a cricket
With my fantasy gone it all seems so real
I was left there to feel , what I didn't want to feel
No one wants to see when it comes to the end
The still ferris wheel when it quits spinning
No one wants to hear the sound is too intense
When the midway doses and leaves nothing but silence
When your soul goes swirling and the worlds in a spinYour heart will never be the same
Thats when I got scared And thought I was lost
Thats when I heard the sword swallowercough
I listened like a rabbit and stopped in a freeze
That's when I heard a fat man sneeze
There was a light in a trailer I crept to the door
And I pressed my ear close and I tried to hear more
I heard many voices but they weren't the kind
That I'd heard in my life or any other time
At the back of my coat there blew a cold wind
That's when the Siamese twins took me in
The people inside I couldn't believe
They weren't like the kind that you see in the street
They brushed off my hat and dusted my coat
And offered me milk that came from a goat
I liked em at once , They treated me good
So I told em my story like I thought I should
When your soul is a stirring'
And the world is in a spin
Your heart can never be the same again
I told em how different that the midway feels
When the lights go out on the ferris wheel
And I said to him how you must feel all alone
When the music quits to call it your home
The tattooed man looked at me in the face
And said we couldn't feel right in any other place
We will be here til the day we die
When I understand I had a tear in my eye
I knew this was true and though it seemed lonely
It was made for them and them only
I left them there holding bak the tears
And told them I had hoped that I'd see them next year
They laughed and said you can bet on that
They all gathered around the trailer house steps
And no one was counting any ones bets
When your soul is a swirlin'
And the worlds in a spin
Your heart can never be the same again
Back down the dark midway I imagined the lights
Shining like torches only much more bright
A little I walked than i did before
A little older I walked But I knew much more
Maybe next year if any older I look
I'll run away from home and become the fat mans cook
The world is so strange my mother dear
It's really a wonder how we all got here
Once i thought I was in my place when I was just a babe lookin in your face
But now for some reason people have given me doubt
It seems some are locked in and some are locked out
The world is so strange I can't comprehend
The one who wants freedom are the very ones locked in
And why does it seem that ones who don't care
Breathe in without gratitude and the wild free air
My innocence has left by the same door it came
And never again will i ever be the same
But I'll never forget as long as I live
To be grateful to stranglers who ain't afraid to give
When your soul is swirling
And your worlds in a spin
Your heart will never be the same again
When your heart is swirling
And worlds in a spin
Your world will never be the same again