i tried counting clouds once
stood there looking up at that sky
all sweaty-faced
pointing a finger at each one as i counted.
one, two, three....sixteen, seventeen
but the clouds would not hold still
they kept movin', changin'
dissapatin',disappearin' there before my eyes.
one minute there, next minute gone
you know how it is...
it was too hard keepin' track.

how can you count something that
won't stay in one place?
i watched an elephant turn into a horse
turn into a dog turn into a mouse
and....gone.

where do clouds go when they die?
they move around like little puffs of smoke
at the mercy of the wind?
or do they all come together someplace else?
all i know is, to me, they're gone.
saw a castle up there for a minute
fat, billowy towers , tall one right in the middle.
i looked for the princess in the window but she wasn't there.
didn't last though..
started breaking up before i could even count it.
i screamed out, "Don't go, girl!!" but clouds
don't pay attention to pathetic voices like mine.
they got their own agenda, i suppose.

thought i saw your face for a minute
but it was just smoke havin' fun with me.
so there i stood, face wet with sweat
too dumb to even realize
that man don't sweat in december
counting clouds that won't hold still
and watching them go away