Upstate You Only Get A Few Lovers & Friends Catalpa Auntie Patty’s Diner Befriend Metaxy Sally I’ll Come Around WYDFL Everything Changes All songs written by Upstate / Upstate Rubdown Music (ASCAP) Recorded in The Building in Marlboro, NY & Greenpoint Recording Collective in Brooklyn, NY Engineered and mixed by Dylan McKinstry Produced by Dylan McKinstry & Mary Webster Mastered by Philip Shaw Bova Mary Webster: Vocals, Guitar Melanie Glenn: Vocals, Guitar Harry D’Agostino: Vocals, Bass, Guitar, Pump Organ Dylan McKinstry: Vocals, Guitars, Mandolin, Piano, Synths, Pump Organ Additional performances: Lee Falco: Drums & Percussion Steve McKinstry: Hammond Organ on Lovers & Friends, Auntie, Befriend, Metaxy, Sally Conor Webster: Piano on Metaxy, WYDFL, Everything Changes Sam Fribush: Piano on I’ll Come Around Daniel Pencer: Clarinet on Auntie, Befriend, Everything Changes Ginger Dolden & Pete Lanctot: Violin on WYDFL Photography: Conor Webster (cover), Louis D’Agostino (insert) Design: Gregory J. Del Deo Label Management: Kevin Calabro Lovers and Friends I still want to hold you But I’m glad to know you more The wounds I’ve got are mine alone to mend It’s a poverty of spirit That settles every score And a lover’s not so precious as a friend A lover might inspire all the dreams that you reflect But everyone’s a liar when there’s too much to protect You only get a few who might forgive all you pretend And a lover’s not so precious as a friend When you’re grinning like a bandit And your eyes are stolen jewels I think perhaps I’ll love you once again But that kind of thinking’s foolish And this life won’t suffer fools And a lover’s not so precious as a friend A friend that sees you changing like a person’s bound to do Might even know you better when your transformation’s through And when they’re free of all the hopes on which your bitterness depends No a lover’s not so precious as a friend No a lover’s not so precious as a friend No a lover’s not so precious Catalpa Cold March and I dream of June Under the catalpa tree in full bloom Only in June Sleepless nights and I dream of you Under the catalpa tree in our swimming suits Only me and you There’s no rewind on time Only a memory, fading into history The remnants of a fallen tree Lost limbs and a lack of sun That old catalpa tree is long gone It ain’t singing its song There’s no rewind on time Only a memory, fading into history The remnants of a fallen tree Auntie When silence heals and bonds they tighten And bitterness starts becoming sweet Minds ponder, senses heighten Loosening my grip is necessity I should have listened to my Auntie When she told me not to speak severely I got gravel in my throat And the gravity is pulling me down It’s high time to be clear on what I need And crystal on what I don’t This hellish stuff it’ll fuck you up Beware of pouring from an empty cup Pouring from an empty cup I should have listened to my Auntie When she told me not to speak severely I got gravel in my throat And the gravity is pulling me down I am tired I can’t sing And a worn out bell won’t ring so sweetly I got gravel in my throat And the gravity is pulling me down, pulling me down Let me bounce from place to place Without losing an ounce of grace I swear on my dog I can do it all I was a kid and was not thinking I could lose what I was given so easily Patty’s Diner There’s a vacant billboard sign Out on mile forty-nine I was sure by now somebody would’ve bought ‘Cause it’s a magnet to the eyes of anybody going by And every time I get a glimpse I get the thought That I ought to test my luck and finally sell my sister’s truck It’s just been sitting in the driveway since she died More that life keeps wearing thin The more her dreams start creeping in The image just gets brighter in my mind Sayin’ “Come to Patty’s Diner Where the coffee’s fine and the comp’ny’s finer” With that picture of her grinning while the oven’s catching fire I can see it now There’s a spot I’m looking at used to be a laundromat But it’s all been boarded up since early May Bill can’t stomach the idea Says “Holly, you’re not thinking clear, And you haven’t done since Patty passed away” Well it might be that he’s right ‘Cause I keep sitting up at night With her talkin’ at our table late last year And when the radio comes on There’s an ad before the song It don’t take all that long until I hear Her pitching “Come to Patty’s Diner Where the food is fine and the folks are finer” And she’s laughing while she says it but she’s serious as hell I can hear it now I never did much dreaming on my own Patty did the scheming for us both And her eyes would get lit up They would glow right through the walls But now everybody’s living like she never lived at all She was already pretty sick And the treatment wouldn’t stick You could tell by then what everybody knew And I couldn’t understand Why she would keep on making plans She’d say “Holly what else am I supposed to do?” It was hard to overlook that she was such a lousy cook Man, she couldn’t fry an egg to save her life But if you harbored any doubts, she knew how to talk ‘em out Make you certain that it all would go alright And that we’d open Patty’s Diner Where the coffee’s fine and the company's finer And the kids could wait the tables, me and Bill pick up the slack I can see it now I can see it now I can see it now Befriend I just need more money, pay my blues away Then maybe I’d be okay I just need more light, light up every night And I won’t need to sleep You can’t count on a shooting star to fly across the night sky It may never come for you But you can look inside, look deep in at the ugly And maybe you could befriend the enemy I just need some helium, swallow it down And float away from everyone I just need more stuff, maybe in time Enough could be enough You can’t count on a shooting star to fly across the night sky It may never come for you But you can look inside, look deep in at the ugly And maybe you could befriend the enemy Befriend the enemy Metaxy Saint Paul said to Saint Stephen Well I guess that makes us even As Stephen wiped the rubble from his brow And Stephen said to Paul You’ve seen one you’ve seen ‘em all I hope that we can laugh about it now And Henry said to Becket I don’t know what you expected Even God said render Caesar what is his Said Becket to the king That won’t amount to anything If you can’t recognize just what it is You don’t know how it will break from where it bends Just don’t mistake the middle for the end And Flannery O’Connor Couldn’t summon up the honor To sit and face James Baldwin in the South She knew the Truth was something more Than what she had a stomach for Or a misfit’s kind of grace to sort it out A calm came over sister Saint Theresa Benedicta Praying in a train car heading east For Love’s lasting mediation In our reconciliation That could swallow all creation in its breach You don’t know how it will break from where it bends Just don’t mistake the middle for the end You don’t know how it will break from where it bends Just don’t mistake the middle for the end What you give and what you take, it all depends But just don’t mistake the middle for the end Don’t mistake the middle for the end Sally Oh Sally, come and rescue me Feed me sugar and feed me water Oh come sweet Sally, come and rescue me Oh Henry, she’s gone and left you For another, for someone other than you Oh Henry, how you feeling now? Oh mother, oh father You made a child, oh how you doing? How you feeling now that you’re living now That you’re living your separate lives? I hear about ‘em Sometimes I’m in ‘em Tears of laughter and dreams of horror Oh why do we suffer love for one another Betray our lovers And oh Henry, you love Sally And I love an idea I’ve already torn to shreds Now it’s time to go to bed Now it’s time to rest your head I’ll Come Around I’ll get around to it Before too long Before September I’ll remember Before somebody Beats me to it I’m not ready yet But I’ll get around to it I’ll get around to it Quit that job Quit this drinking Quit from thinking There’s some easy trick That ought to do it I know what sticks And I’ll get around to it And I mean it this time I made up my mind And I know what I’m living down So just let me unwind Through a few more signs And I promise that I’ll come around I’ll come around I’ll get around to it Clean my car Clean the basement Find where that case went Full of letters you sent me Before I blew it I never wrote back But I’ll get around to it And I’m sure it won’t be More than I can bare ‘Cause I’m too bright to fool And too dim to scare And I mean it this time I made up my mind And I know what I’m living down So just let me unwind Through a few more signs And I promise that I’ll come around I’ll come around WYDFL On the good days he would miss her like a souvenir And the bad ones he would miss her like a limb He’d remind himself of just how good he’d had it And get stuck on what he’d never have again She could wear all her burdens like a feather But mostly she’d just wear herself too thin She knew just how to keep her life together But she couldn’t always keep on loving him Hunny, there’s no virtue in following your heart What you did for love was easy It’s what you’ll do in spite that’s hard. When the giving dries up And the cup in hand it lacks a liquid shine All there is to do is give in to the aching And to give up for the sake of losing time Hunny, there’s no virtue in following your heart What you did for love was easy It’s what you’ll do in spite that’s hard What you did for love was easy It’s what you’ll do in spite that’s hard It’s what you’ll do in spite that’s hard Everything Changes One day we were friends We’d hold each others’ hands Laugh at each other’s jokes Stole our mother’s smokes We’d go down the slide Not wondering when we’d die Everything changes faster than you thought it would You moved ages ago Further west than Buffalo Further than I could throw Might as well be Mexico You used to live next door I barely know you anymore Everything changes faster than you thought it would Everything changes faster than you thought it would Everything changes faster than you thought it would Everything changes faster than you thought it Everything changes faster than you thought Everything changes faster than you Everything changes faster than Everything changes faster Everything changes fast Everything changes Everything Every