Stand down the blacktop at a cold dark night, boy
Pitch black skies there ain't a star in sight
But I'm looking for a change
I'm passing through Memphis in the rain

Whitewashed buildings and old overgrown yards
I've got one hand on the wheel, I've got one on my heart
Looking for a girl without a name
I'm passing through Memphis in the rain

But no matter what I do, Lord, I can't stop
Gotta keep that hammer to the floor baby
Until I'm clear out of Arkansas mama

'Cause I know what they can do to me
Lord and I won't let them make a fool out of me
Things are starting to get strange
Passing through Memphis in the rain

Sometimes a man's just gotta know when to go
He's gotta earn himself a keepin'
He's gotta know when he's been beat

So I called a cousin down in Houston
He said 'come on down boy, we've got work for you to be doing'
I'm looking for a change
Passing through Memphis in the rain
Yeah things are startin' to get strange
I'm passing through Memphis in the rain
Oh yeah