When You’re Not Looking

© Words and music by Ray Scudero. All rights reserved.

When you’re not looking after the lullaby,
Something’s cooking up in the midnight sky.

Late at night when the stars shine bright and you close your sleepy eyes,
And the bird on the hill with the whistling bill re-tweets to the starry skies,
And the man in the moon will join the tune just as pretty as you please,
With a cricket on a fiddle and a dog in the middle on a piccolo made of cheese.

When you’re not looking after the lullaby,
Something’s cooking up in the midnight sky.

Then the Big and Little Dippers with their bedroom slippers start to dance around the moon,
And the Planet Mars grabs a couple of stars and a pot and a kitchen spoon.
He taps a time in pantomime and he juggles the stars around,
But he goes too fast and one gets past and plops down to the ground.

When you’re not looking after the lullaby,
Something’s cooking up in the midnight sky.

Then way downstream from a starlight beam and across the Milky Way,
And round the block from a ticking clock, getting close to the very next day,
In a rainbow glow with a touch of snow and a flutter of a butterfly wing,
In the middle of the din all the stars join in and they dance in a great big ring.

When you’re not looking after the lullaby,
Something’s cooking up in the midnight sky.

With the light of dawn they hurry on to get back where they belong.
And a bell starts ringing and the moon stops singing in the middle of his favorite song.
Mars runs back and he hits the sack when the sunbeams touch the sky,
And he winks his eye at the starry sky and he hums a lullaby.

When you’re not looking after the lullaby,
Something’s cooking up in the midnight sky.

But if you don’t lay down, then the stars all frown
And the moon won’t sing his song,
And you won’t give a chance for the stars to dance—
They go to sleep the whole night long.
They go to sleep the whole night long.
They go...

            To...

                  Sleep.




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