UNDERNEATH THE OVERPASS
(Burt Bacharach (m) Hal David (l) 1957)

as recorded by Jo Stafford
with Paul Weston & his Orchestra
April 17th 1957 Los Angeles


Underneath the overpass,
A-leadin' out of Austin, Mass',
My baby meets me nightly.
For every train that hurries past
My baby holds me tightly.

Others go to Lovers' Lane,
We go where we hear a train
A-chuggin'
While we're huggin'.
While overhead they're on their way
To Arkansa or Iowa,
We're happy goin'no place!

Underneath the overpass,
A little bench, a patch o' grass,
It's better than a show place!
How my heart begins to pound,
Listenin' to the outward bound
A-whistlin' while we're kissin'.

Oh I long to hear the clackety-clack, 
Ever so loud and clear, the clackety-clack,
For dreamin', and for lovin',
We're certainly on the right track!

Every night when dinner's through,
We hurry to our rendezvous,
With some time after seven.
Underneath the overpass,
We sure don't need no looking glass
To see that we're in heaven!

Hidden from the wind and rain,
It's a thrill to hear a train
A-chuggin' while we're huggin',
Whistlin' while we're kissin',
How my heart begins to pound,
Listenin' to the outward bound
Underneath the overpass!




(Transcribed by Peter Akers - July 2017)