The first time that I called you in that old New York hotel
It was Halloween all over with that trick you played so well
I woke you up from dreaming singing songs of yesterday
We took a drive to Newport to hear St. Peter play
Dust on your mantel, legends on your mind
Hanging out with Bogart in some bygone place and time
Sing me your sweet Changes when I'm feeling down and blue
And I'll treasure precious hours that I stole away with you
Oh the muggy nights in Soho, I had so much to learn
You gave me wings to fly away and asked for no return
Lon Chaney's ghost beside you wore the face of Mickey Finn
And I never once suspected that you and he were friends
Dust on your mantel, legends on your mind
Hanging out with Bogart in some bygone place and time
Sing me your sweet Changes when I'm feeling down and blue
And I'll treasure precious hours that I stole away with you
The last that I saw you you weren't really even there
I cried when I heard you come across out on the air
You bid your last farewell just like your first hello
And I'll always think about you when I pass through Ohio
Dust on your mantel, legends on your mind
Hanging out with Bogart in some bygone place and time
Sing me your sweet Changes when I'm feeling down and blue
And I'll treasure precious hours that I stole away with you