It's a watercolor day Skies of blue have turned to grey Her green eyes mix with the sunrise As the butterflies melt away It's an ordinary night Black and blue have turned to black and white December and it's colder As I hold her tight It's another watercolor day I wish she would come outside and play It's another watercolor day I wish she would come outside and play Old menus turn different hues As I hear the alarm It's another watercolor day I wish she would come outside and play It's another watercolor day I wish she would come outside and play Jean Shrimpton was one of swinging London's hip personalities David Bailey was one of swinging London's hip personalities Paul McCartney was one of swinging London's hip personalities Notes on song:  “I wrote the first two verses and put them away for a while. I always liked the title but couldn’t seem to finish the song. Then, one beautiful spring L.A. day, I picked up my guitar and started writing a new song. Without realizing it, I sang the words “it’s another watercolor day.” This version of the song was completely different from the original. I took the two verses that I had originally written and used one as the verse and one as the chorus. The two sections had different timings and keys but seemed to work together. During the outro, I stuck in a section about “Jean Shrimpton,” which was a piece of a full song that I had written about swinging London, that felt natural to add to the end. The song contains lots of little bits tied together.”

She's got the summer in her hair She's got the summer in her long, blond hair Melancholy rainbow Coming from her window I don't want to let go She's got the summer in her hair She's got the summer in her long, blond hair Waiting for the parade Underneath the lampshade Can you pass the Kool-Aid She's got the summer in her hair She's got the summer in her hair Melancholy rainbow Coming from her window I don't want to let go She's got the summer in her hair She's got the summer in her hair Notes on song: The original words were “watercolor rainbow,” but I changed them to “melancholy rainbow” because I didn’t want another “watercolor” reference right after the song “Watercolor Day.”

She wrote her number on a matchbook cover Before you knew it they were secret lovers They'd meet at 4 o'clock beneath the covers Another take before we lose the sun She leaves the taxi and the dream is done While the understudy's looking on Hey, did we really have a chance? Was it only just a dream We created? And like the disappearing sun Our love will go on Even as it's faded away... away... away Meanwhile back at Olde Victoria Station She tries to pick another destination It seems the ticket taker's on vacation Notes on song: I was going to take the song “Movie Set,” cut it in half and create a 4-song “suite” by adding additional melodies. Out of the experiment came “Matchbook Cover” and “Big Mistake.” When I re-instated “Movie Set” back into its original form, I expanded “Matchbook Cover” and left “Big Mistake" as is. So, these songs were basically created backward, but, hey, however you can get a song going and completed, I’ll take it!

She's got curves so appealing And liquid hair of flowers And hours go by and I Sit in the middle of my little room And contemplate the sky And sing this song for Heather She's opaque like a clear lake Running through my daydream Her tangerine hair, so fair And nobody knows all the things I'd give If one day we could live Happily ever after Here in the middle of my little room I contemplate the sky And sing this song for Heather Notes on song: I wrote this song several years ago. I was in the studio in Venice, California preparing to record a song when I suddenly remembered “Song for Heather.” I recorded it spontaneously on the spot. I added the electric guitar and piano immediately after I recorded the vocals. The quartet was added at a later date.

Just trying to read a book that's been lying here for years But I get distracted Just trying to finish this song but it takes so long 'Cause I get distracted Something's always on the TV Or I hear a pretty melody My mind wanders freely That's why I'm easily distracted Just trying to finish this song but it takes so long 'Cause I get distracted Something's always on the TV Or I hear a pretty melody My mind wanders freely That's why I'm easily distracted Notes on song:  I was playing around on one of the early Casio portable keyboards and wrote “Distracted.” The words are very true to my everyday life. I’m very easily distracted.

At an underground movie set The actor played his clarinet Just an ordinary scene From an ordinary dream At a Japanese restaurant The actor played it nonchalant When the waiter brought the bill The sailor went in for the kill (And everybody sang) At the radio interview The actor read his words on cue Not that anybody cared They all sat around and stared (And everybody sang) (Everybody sang) At an underground movie set Notes on song: I read an article about how some film was being made at an “underground movie set.” I had never heard of a movie set being underground, but I thought the phrase was unique. The layers of “oohs” on the chorus lent the song to a 10cc treatment.

I heard you back in '69 "Everybody's Talkin'" was playing all the time And it still sounds so good to me Ba ba ba... I never knew you Harry But I loved your songs Just today I heard one "Driving Along," you can see all the people Your voice just like a satin rose Your songs were paintings like musical Van Goghs And your legend lives on and on Ba ba ba... I never knew you Harry But I loved your songs Just today I heard one "Driving Along," you can see all the people Turn the radio on Never know when they're going to play your songs Leave the radio on Never know when they're going to play Nilsson And it still sounds so good to me Ba ba ba... I never knew you Harry But I loved your songs Just today I heard one "Driving Along," you can see all the people Notes on song: I had just finished watching David Leaf’s terrific documentary on Harry Nilsson when I picked up my guitar and wrote this song. In fact, it didn’t take me very long to write this song. Interesting note: It’s a piano song, but I wrote it on a guitar.

I'm fading again, waiting for somewhere to be Slipping away from the world under this tree And I don't need to be a movie star Or drive a European model car I just need the air and this guitar to be free Walking around looking for something to do Caught in the rain, guess I'll go back to my room And I don't need to be a movie star Or drive a European model car I just need the air and this guitar to be free Too many lists to make Too many pills to take Not enough hours to bake in the sun And I don't need to be a movie star Or drive a European model car I just need the air and this guitar to be free To be free To be free Notes on song: This is a true life song of many of my days. I kind of drift in and out of things. Fading in, fading out. When I go into the real world and it rains (a metaphor), I just want to be home again, all safe. It’s true what I say in the chorus, for myself – I don’t need anything fancy, just a room, a guitar, a tape recorder and maybe a computer. It doesn’t take a lot for me to be content. Fame and fortune (nothing wrong with either) are the wrong roads to take for inner contentedness.

Empty picture frame, it used to have a photograph Of her smiling Welcome to my living room Welcome to my living room Paintings fill the halls, it seems a waste of precious space Don't you think so? Welcome to my kitchen Welcome to my kitchen Take off your coat, stay awhile Take off your coat, stay awhile Take off your coat, won't you? Welcome to my bedroom Welcome to my bedroom Take off your clothes, stay awhile Take off your clothes, stay awhile Take off your clothes Empty picture frame, it used to have her photograph Notes on song: I was supposed to record a different song on this day, but I asked the engineer (Steve) to set up a guitar and vocal mic. I remembered this song (I had written the first section a few years earlier), but had never gotten around to finishing it. I finished it right then and there, doubled the guitar and vocals and started adding other flavors. I enjoy spontaneity in recording. Sometimes, people get mad at me and say, “we’re supposed to be doing this song,” but the feeling of the moment always carries the day with me. Always.

Notes on song: I was in the studio and the song that I was trying to record was not coming out the way that I wanted it to. It was raining and I was bummed. I hate not being able to further a project, so I asked Rob (the engineer) to give me some time while I worked out some chords and “feels” at the piano. This song, which I originally referred to as “Free Flow,” started emerging. It felt like the feeling of being in love when you’re drifting inside of it. I laid down the piano, drums, and other instruments and sang some harmonies over them. I ended up calling it “4 O'clock Sun” because “Free Flow” was too vague and I liked the image and feel of that late-afternoon California sun.

I'd be making a big mistake if I went back to her (Oh, he'd be making a big mistake if he went back to her) Oh, I'd be making a big mistake if I went back to her (Oh, he'd be making a big mistake if he went back to her) Notes on song: I overheard a guy saying to his friend “I’d be making a big mistake if I went back to her,” whoever “her” was. So, that night, I wrote this little ditty to showcase that line. In the studio the next night, I had Rob Campanella’s (the engineer) brothers come down to do a call and answer thing with me. We had so much fun recording this song. It’s a bit of an off-the-wall thing for me to record, but that’s what art is: experimenting, having fun, letting it all go.

She's got a sand dollar in her hand In her hand, in her hand She's got a sand dollar in her hand And everybody knows Red is the color of the daffodil Laying on the windowsill Careful, her coffee's about to spill And everybody knows Walking through a field of flowers I could stay this way for hours and hours Revolutions of the sun And the second act is only begun Soft is the rain as it trickles down From the sky to the ground There on the carousel she's safe and sound As everybody knows Faded yellow tambourine Keeping time to her daydream Dangling shoes on the pillow What's she thinking? Where does she go? She's got a sand dollar in her hand In her hand, in her hand She's got a sand dollar in her hand And everybody knows Notes on song: I wrote this in Nantucket, which is one of my favorite places. In the late afternoon, the song just rolled out. I finished it back in L.A. about a month later by completing the middle sections.

What I'd give if I could have Just twenty minutes to myself No kids screaming, no telephones ringing Just twenty minutes to myself I can't imagine it'll ever be that way I can't imagine it'll ever be that way again 'Cause I love the silence Yeah I love the silence I love the silence Yeah, I love silence I can't imagine it'll ever be that way I can't imagine it'll ever be that way again 'Cause I love the silence Yeah I love the silence I love the silence Yeah, I love silence Notes on song: I truly love silence. Pure silence. No distractions. Gives me time to just think.

Stay for the rest of the night Holding you here feels so right Waves crash on the shore Wanting you more and more I don't want this day to end even though it will I don't want this thing to end I need you girl Rain melts in the sand Just like your hand in mine I don't want this day to end even though it will I don't want this thing to end I miss you girl Stay for the rest of your life Holding you here feels so right Notes on song: Just a song about that feeling, when you’re really into someone and you’re ‘in the moment’ with them. Then, in creeps a little voice that says, “this great moment is going to be over before you know it."

She's doing fine, that's what her note said She's doing fine, she left it on the bed Where did the summer go? Why did she have to go? Where did the summer go? Why did she have to go? She's doing fine, that's what her note said She's doing fine, she left it on the bed Where did the summer go? Why did she have to go? Where did the summer go? Why did she have to go? Notes on song: I plucked out the first verse melody on my guitar, but didn’t have a second part (“Where did the summer go?”) to go with it. I recorded the main chord patterns that night in the studio and made the piano the main instrument. Next, I played the drums. Then, I added the electric bass and doubled the bass part using an acoustic guitar on the low strings. At home the next day, I wrote the second section (“Where did the summer go?) and also the melody that Probyn Gregory played on the trumpet. Over three nights, it all kind of came together, piece by piece.

Don't wake me up to bring me down I'm just sayin', it's a long goodbye Don't get me wrong to prove you're right I'm just sayin', it's a waste of time Everywhere you are Everywhere you are Everywhere you are Everywhere you are At the gallery opening, the cello player broke a string And sing this song for Heather / at an underground movie set / and everybody knows And sing this song for Heather / and everybody knows / at the radio interview Don't wake me up to bring me down I'm just sayin' Notes on song: I was in the studio with Nelson Bragg and Rick Gallego. We were going to lay down this new song called “I’m Just Sayin’,” but when we got up to about a minute into the song I wanted to see whether I could extend it, using parts from other songs on the record. So, I asked the guys to let me play the piano alone and it started to come together. First, I went into the main theme of “Movie Set.” Then, I added in themes from “Sand Dollar” and “Song For Heather,” which I sang as a round near the end. The coda at the end of the album is something that Sir Paul McCartney has done brilliantly over the years and I wanted to attempt it. I added some extra drumming and Elton John–like thick harmonies at the very end and that was that.

Sunrise, Amen Blue skies, Amen It's Autumn again, Amen Red leaves, Amen Bare trees, Amen Sky without end, Amen Heaven holds a place for you There you'll always find A caring hand to hold on to For I will be there beside you It's raining again, Amen Heaven holds a place for you There you'll always find A caring hand to hold on to For I will be there beside you Amen Notes on song: I had the verse for this song and like the simplicity of the idea that no matter what happens in life it is OK as long as there is life. Rick Gallego heard my verses and wrote the very pretty middle section, music and lyrics. The song wasn’t meant to be recorded, but late one night, I was alone in the studio with engineer Steve Refling and I said “Let’s try that song ‘Amen.’” The part that Rick wrote was supposed to be done in a higher key, but I didn’t remember that. So, I just laid down the instruments and sang it. Later on, Rick came in and added his beautiful pedal steel playing and we all dug it.

Mashed potato, oh I’ll be cookin' one later Pass the banjo, oh I’m gonna play a solo Major and minor, oh The sun is gonna shine