She left town on a 3 o'clock train
Goin' God knows where...far away
And the last words she spoke to me's
"I'll be all right."

She grew up in a sad dark place
The kind of path you don't retrace
Been tryin' to wake from nightmares
All her days

Goodnight, goodnight, goodnight, goodnight
Oh goodnight...and this is her lullaby

The LA sun, it warms her face
And she don't seem so far away
She sends photographs
To hold me tight

I call her on the phone again
And ask if she'll come home, and then
I won't hang up
Until she says she might

Goodnight, goodnight, goodnight, goodnight
Oh goodnight...and this is her lullaby
Goodnight, goodnight, goodnight, goodnight
Oh goodnight...and this is her lullaby
I don't know if I believe
I'm everything this woman needs
But I swear on my soul
I'd rather die than let her go
She's been searching from the start
For pieces of her tattered heart
I know...but I'm not sure...

These winter nights, she's in my prayers
I wake to find she isn't there...
And every time
I laugh until I cry

Goodnight, goodnight, goodnight, goodnight
Oh goodnight...and this is her lullaby
Goodnight, goodnight, goodnight, goodnight
Oh goodnight...and this is her lullaby
This is her lullaby...