I've Been To Memphis
Lyle Lovett Lyrics


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The sun comes up
In a coffee cup
Waitress please I've had enough

Lord I can't believe what I see
How could you be alone
When you could sit right here beside me girl
And make yourself at home

I've been to Memphis
And Muscle Shoals
And I love a woman
What I don't know

When the sun goes down
In another town
Bartender please another round

Lord I can't believe what I see
How could you be alone
When you could sit right here beside me girl
And make yourself at home

I've been to Houston
And San Antonio
And I love a woman
What I don't know

Sherry she had big ones
Sally had some too
But Allison had little ones
What hate to go to school

And I make my bed
Where I lay my head
And I wish I heard what she just said

Lord I can't believe what I see
How could you be alone
When you could sit right here beside me girl
And make yourself at home

I've been to LA
And El Paso
And I love a woman
What I don't know

Sherry she had big ones
Sally had some too
But Allison had little ones
What hate to go to school

And I make my bed
Where I lay my head
And I wish I heard what she just said

Lord I can't believe what I see
How could you be alone
When you could sit right here beside me girl
And make yourself at home

I've been to
And where I go




I love a woman
What I don't know

Overall Meaning

In "I've Been To Memphis," Lyle Lovett sings about his travels and the women he's encountered along the way. The first verse sets the scene in a coffee shop where he's had enough to drink and notices a woman sitting alone. Lovett wonders why she would choose to be alone when she could sit beside him, emphasizing his attraction to her. In the chorus, Lovett lists the places he's been to, including Memphis, Muscle Shoals, Houston, San Antonio, LA, and El Paso, and proclaims his love for a woman whose identity he doesn't know. The second verse continues with Lovett ordering another drink at a bar in another town and expressing disbelief that the woman beside him is still alone. In the final verse, Lovett references different women he's encountered and highlights his attraction to them based on the size of their breasts, but ultimately declares his love for the unknown woman who he wishes was sitting beside him.


Overall, the song captures the theme of longing and the search for love, as Lovett travels from place to place searching for the woman he loves but cannot find. The references to different cities in the United States give the song a universal feel, as Lovett seems to be searching for love everywhere he goes.


Line by Line Meaning

The sun comes up
A new day begins


In a coffee cup
Starting the day with a cup of coffee


Waitress please I've had enough
Asking the waitress for the check so he can leave


Lord I can't believe what I see
Expressing disbelief


How could you be alone
Questioning why someone is by themselves


When you could sit right here beside me girl
Offering the person to sit next to him


And make yourself at home
Encouraging the person to feel comfortable


I've been to Memphis
Mentioning a place he has been to


And Muscle Shoals
Another place he has visited


And I love a woman
Expressing love for someone he doesn't know well


What I don't know
But doesn't know much about her


When the sun goes down
At nightfall


In another town
Somewhere else he is travelling to


Bartender please another round
Asking for another drink


Sherry she had big ones
Referring to physical attributes of different women


Sally had some too
More physical characteristics


But Allison had little ones
Yet another physical characteristic


What hate to go to school
A comment on Allison's perceived level of intelligence based on her chest size


And I make my bed
Taking care of one's own needs


Where I lay my head
Referring to where he sleeps


And I wish I heard what she just said
Suggesting there was interesting conversation he missed


I've been to LA
Another place mentioned


And El Paso
Yet another place mentioned


And where I go
He keeps moving


I love a woman
Despite the distance and lack of knowledge of her


What I don't know
Still lacking much knowledge about this woman




Lyrics © Universal Music Publishing Group, Peermusic Publishing
Written by: LYLE PEARCE LOVETT

Lyrics Licensed & Provided by LyricFind
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Comments from YouTube:

Todd Allen Hooper

So many perfect songs! Never get tired of listening to him!

grumpy wine

I would go to Memphis to be baptized in this song. Forget Elvis. This one is vintage Lyle and I've always admired the musicians that surrounded themselves with superior performers like Lyle with their accompany. The support people are the best and really deserve more credit. Saw Lyle in Victoria, B.C. a few years ago (acoustic tour) and his support was spot on ! Viktor Krauss on Bass and John Hagen On Cello and the four black gents (sorry I should know their names) were my stars. Great performance.

liam hayes

A unique, brilliant performer.

Robert Rayl

I love this !!!

Harry M. Covert

Tim Ray is an outstanding pianist, arranger and covers all perspective. A joy to listen to. He's a distsinguished teacher as well as performer.

Laynie Smythe

Love this song and pretty much everything He does!!!

Honest John

Hello how are you doing?

Ha Jüwie

the pianoat (2:40) preparing the guitar solo (at 3:03) is to die for! Thank you for that wonderful musical moment! (another gold medal moment by Lyle!) Thank you for posting!

Rick Troemel

Awesome performance and Tune.  I especially love the piano open, close and break around 2:38 ish.  Thanks for posting.  I wonder how the folks that did thumbs down could dislike this...

Tickettyboo1959

That amazing key change....then back again!...

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