G                         Em 
I look at my brown suitcase 
            G                                          D 
And think of all the places that I've been, 
           D 
Railroad yards and prison guards, 
                   D7                                  G 
All the dumpy little towns along the stem 
                     G                     Em 
And the whispering of the people 
          G                          Em                    D 
As they watch every move that I go through; 
                      D7 
I remember all these things, 
                                         G 
Mostly I remember loving you. 

 
            G7                C 
I remember loving you 
                                           G 
Back when the world was new, 
                                          D 
And I think you loved me too. 
           D7                G 
I remember loving you. 

The buckskin smells, so the people tell, 
As we huddled in the boxcar from the rain; 
Flashing lights that cut the night, 
The railroad bull that pulled us off the train, 
When the winter's cold and the norther blows 
I'm huddled in the corner 'til I'm blue; 
I remember all these things. 
Mostly I remember loving you. 

Chorus 

Winter streets where the frozen sleet 
Comes soaking through the cardboard in my shoes, 
Where the promised land might be a place 
Where a man could find free cigarettes and booze, 
And the alleyways full of ragged strays, 
The doorway wine I tell my troubles to, 
I remember all these things, 
Mostly I remember loving you. 

Chorus x2