1. Minute Prologue 1:12
2. Passing Through 4:05
3. You Know Who I Am 5:22
4. Bird on the Wire 4:27
5. [Seems So Long Ago,] Nancy 3:48
6. Improvisation 3:17
7. Story of Isaac 3:56
8. Please Don't Pass Me By (A Disgrace) 13:00
9. Tonight Will Be Fine 6:06
10. Queen Victoria 3:28

Total time 49:04. CBS 65224


The  back  cover  of  the  album,  artwork by Daphne Richardson
(1939-1972)




I've been listening
to all the dissention.
I've been listening
to all the pain.
And I feel that no matter
what I do for you,
it's going to come back again.
But I think that I can heal it,
but I think that I can heal it,
I'm a fool, but I think I can heal it
with this song.



(Written by R. Blakeslee)


I saw Jesus on the cross on a hill called Calvary
``Do you hate mankind for what they done to you?''
He said, ``Talk of love not hate, things to do
it's getting late.
I've so little time and I'm only passing through.''

Passing through, passing through.
Sometimes happy, sometimes blue,
glad that I ran into you.
Tell the people that you saw me passing through.

I saw Adam leave the Garden with an apple in his hand,
I said ``Now you're out, what are you gonna do?''
``Plant some crops and pray for rain,
maybe raise a little cane.
I'm an orphan now, and I'm only passing through.''

So you
passing through, passing through...

I was with Washington at Valley Ford,
shivering in the snow.
I said, ``How come the men here suffer like they do?''
``Men will suffer, men will fight,
even die for what is right
even though they know they're only passing through.''

Passing through, passing through...

I was with Franklin Roosevelt's side
on the night before he died.
He said, ``One world must come out of World War Two''
(ah, the fool)
``Yankee, Russian, white or tan,''
he said, ``A man is still a man.
We're all on one road, and we're only passing through.''

Passing through, passing through...

let's do it one more time,
passing through, passing through...





I cannot follow you, my love,
you cannot follow me.
I am the distance you put between
all of the moments that we will be.

You know who I am,
you've stared at the sun,
well I am the one who loves
changing from nothing to one.

Sometimes I need you naked,
sometimes I need you wild,
I need you to carry my children in, yes,
and I need you to kill a child.

You know who I am...

If you should ever track me down
I will surrender right there
and I will leave with you one broken man
whom I will teach you to repair.

You know who I am...

I cannot follow you, my love,
you cannot follow me.
I am not life, I am not death,
I am not slave or free.

You know who I am...

Sometimes I'm gonna need you naked,
sometimes I'm gonna need you wild,
I need you to carry my children in
and I need you to kill a child.

You know who I am...




Like a bird on the wire,
like a drunk in some midnight choir
I have tried in my way to be free.
Like a worm on a hook,
like a knight man in some old fashioned book
it was the shape, the shape of our love twisted me.
If I, if I have been unkind,
I hope you can, I hope you can just let it all go by.
If I, if I have been untrue
I hope you know it was never to you.

Like a baby, stillborn,
like a beast with his horn
I have torn everyone who reached out for me.
But I swear by this song
and by all that I have done wrong
I will make it all up to thee.
I saw a beggar, he was leaning on his wooden crutch,
he said to me, ``Come on, now, you must not ask for so much.''
And another pretty woman leaning in her darkened door,
she cried out to me, ``Hey, why not ask for just a little more?''

Ah, don't cry, don't cry, don't, don't cry, don't cry no more
It's over, baby, don't cry no more
I say don't, don't cry, don't cry, don't cry, don't cry no more
It's over, it's completed, it's finished, it has been paid for.

Oh like a bird on the wire,
like a drunk in a some old midnight choir
I have tried in my way to be free.




It seems so long ago,
(The morning had not came,)
Nancy was alone,
looking ate the Late Late show
through a semi-precious stone.
In the House of Honesty
her father was on trial,
in the House of Mystery
there was no one at all,
there was no one at all.

It seems so long ago,
none of us were (very) strong;
Nancy wore green stockings
and she slept with everyone.
She never said she'd wait for us
(even though) although she was alone,
I think she fell in love for us
in nineteen sixty one,
in nineteen sixty one.

It seems so long ago,
(The morning would not came,)
Nancy was alone,
a forty five beside her head,
an open telephone.
We told her she was beautiful,
we (all) told her she was free
but none of us would meet her in
the House of Mystery,
the House of Mystery.

And now (why don't) you look around you,
see her everywhere,
many (of you) use her body,
many comb her hair.
In the hollow of the night
when you are cold and numb
you hear her talking freely then,
she's happy that you've come,
she's happy that you've come.



(Instrumental)




This song is called Story of Isaac, and it's about those who would
sacrifice one generation on (?) the other.


Well, the door it opened slowly,
my father he came in,
I was nine years old.
And he stood so tall above me,
his blue eyes they were shining
and his voice was very cold.
He said, ``I've had a vision
and you know I'm strong and holy,
I must do what I've been told.''
So he started up the mountain,
I was running, he was walking,
and his axe was made of burning gold.

Well, the trees they got much smaller,
yes, the lake was like a lady's mirror,
then we stopped to drink some wine.
Then he threw the bottle over.
Broke a minute later
and he put his hand on mine.
Thought I saw an eagle
but it might have been a vulture,
I have never could decide.
Then my father built an altar,
he looked once behind his shoulder,
I guess he knew I would not hide.

You who build these altars now
to sacrifice our children,
you must not do it anymore.
A scheme is not a vision
and you never have been tempted
by a demon or a god.
You who stand above them now,
your hatchets blunt and bloody,
you were not there before,
when I lay upon a mountain
and my father's hand was trembling
with the beauty, I mean the beauty of the word.

And if you call me brother now,
forgive me but I must inquire,
``Just according to whose plan?''
When it all comes down to dust
I will kill you if I must,
I will help you if I can.
When it all comes down to dust
I will help you if I must,
I will kill you if I can.
And mercy, mercy on our uniform,
man of peace or man of war,
the peacock spreads his deadly fan.





I was walking in New York City and I brushed up against the man in front of
me. I felt a cardboard placard on his back. And when we passed a
streetlight, I could read it, it said ``Please don't pass me by -- I am
blind, but you can see -- I've been blinded totally -- Please don't pass me
by.'' I was walking along 7th Avenue, when I came to 14th Street I saw on
the corner curious mutilations of the human form; it was a school for
handicapped people. And there were cripples, and people in wheelchairs and
crutches and it was snowing, and I got this sense that the whole city was
singing this:


Oh please don't pass me by,
oh please don't pass me by,
for I am blind, but you can see,
yes, I've been blinded totally,
oh please don't pass me by.


And you know as I was walking I thought it was them who were singing it, I
thought it was they who were singing it, I thought it was the other who was
singing it, I thought it was someone else. But as I moved along I knew it
was me, and that I was singing it to myself. It went:


Please don't pass me by,
oh please don't pass me by,
for I am blind, but you can see,
well, I've been blinded totally,
oh please don't pass me by.
Oh please don't pass me by.


Now I know that you're sitting there deep in your velvet seats and you're
thinking ``Uh, he's up there saying something that he thinks about, but I'll
never have to sing that song.'' But I promise you friends, that you're going
to be singing this song: it may not be tonight, it may not be tomorrow, but
one day you'll be on your knees and I want you to know the words when the
time comes. Because you're going to have to sing it to yourself, or to
another, or to your brother. You're going to have to learn to sing this
song, it goes:


Please don't pass me by,
ah, you don't have to sing this... not for you.
Please don't pass me by,
for I am blind, but you can see,
yes, I've been blinded totally,
oh please don't pass me by.


Well I sing this for the Jews and the Gypsies and the smoke that they made.
And I sing this for the children of England, their faces so grave. And I
sing this for a saviour with no one to save. Hey, won't you be naked for
me? Hey, won't you be naked for me? It goes:


Please don't pass me by,
oh please don't pass me by,
for I am blind, but you can see,
yes, I've been blinded totally,
oh now, please don't pass me by.


Now there's nothing that I tell you that will help you connect the blood
tortured night with the day that comes next. But I want it to hurt you, I
want it to end. Oh, won't you be naked for me? Oh now:


Please don't pass me by,
oh please don't pass me by,
for I am blind, but you can see,
but I've been blinded totally,
oh, please don't pass me by.


Well I sing this song for you Blonde Beasts, I sing this song for you
Venuses upon your shells on the foam of the sea. And I sing this for the
freaks and the cripples, and the hunchback, and the burned, and the
burning, and the maimed, and the broken, and the torn, and all of those
that you talk about at the coffee tables, at the meetings, and the
demonstrations, on the streets, in your music, in my songs. I mean the real
ones that are burning, I mean the real ones that are burning


I say, please don't pass me by,
oh now, please don't pass me by,
for I am blind, yeah but you can see,
ah now, I've been blinded totally,
oh no, please don't pass me by.


I know that you still think that its me. I know that you think that there's
somebody else. I know that these words aren't yours. But I tell you friends
that one day


You're going to get down on your knees,
you're going to get down on your knees,
you're going to get down on your knees,
you're going to get down on your knees,
you're going to get down on your knees,
you're going to get down on your knees,
you're going to get down on your knees,
you're going to get down on your knees,
you're going to get down...


Oh, please don't pass me by,
oh, please don't pass me by,
for I am blind, yeah but you can see,
yes, I've been blinded totally,
oh, please don't pass me by.


Well you know I have my songs and I have my poems. I have my book and I
have the army, and sometimes I have your applause. I make some money, but
you know what my friends, I'm still out there on the corner. I'm with the
freaks, I'm with the hunted, I'm with the maimed, yes, I'm with the torn,
I'm with the down, I'm with the poor. Come on now...


Ah, please don't pass me by,
well I've got to go now friends,
but, please don't pass me by,
for I am blind, yeah but you can see,
oh, I've been blinded, I've been blinded totally,
oh now, please don't pass me by.


Now I want to take away my dignity, yes take my dignity, my friends, take
my dignity, take my form, take my style, take my honour, take my courage,
take my time, take my time, take my time... 'Cause you know I'm with you
singing this song. And I wish you would, I wish you would, I wish you would
go home with someone else. Wish you'd go home with someone else. I wish
you'd go home with someone else. Don't be the person that you came with.
Oh, don't be the person that you came with, Oh don't be the person that you
came with. Ah, I'm not going to be. I can't stand him. I can't stand who I
am. That's why I've got to get down on my knees. Because I can't make it by
myself. I'm not by myself anymore because the man I was before he was a
tyrant, he was a slave, he was in chains, he was broken and then he sang:


Oh, please don't pass me by,
oh, please don't pass me by,
for I am blind, yes I am blind, Oh but you can see,
yes, I've been blinded totally,
oh, please don't pass me by.


Well I hope I see you out there on the corner. Yeah I hope as I go by that
I hear you whisper with the breeze. Because I'm going to leave you now, I'm
going to find me someone new. Find someone knew.


And please don't pass me by.







Sometimes I find I get to thinking of the past.
We swore to each other that our love would surely last.
You kept right on loving, I went on a fast,
now I am too thin and your love is too vast.

But I know from your eyes
and I know from your (?) little smile
that tonight will be fine,
will be fine, will be fine, will be fine
for a while.

Well, I choose the rooms that I live in with care,
the windows are small and the walls almost bare,
there's only got one bed and there's only got one prayer;
I listen all night for your step on the stair.

But I know from your eyes
and I know from your (?) little smile
that tonight, tonight will be fine,
will be fine, will be fine, will be fine
for a while.

Oh, sometimes I see her undressing for me,
she's the soft naked lady that love meant her to be
and she's moving her body so brave and so free.
If I've got to remember that's a fine memory.

And I know from your eyes
and I know from your (?) little smile
that tonight, tonight will be fine,
will be fine, will be fine, will be fine
for a while.

Ah, I looked into the mirrors in numberous places
They all smile back at me with their troublous (?) faces
And the car that they delt me...(?)
And the horses to me at the races.

But I know from your eyes
and I know from her your (?) little smile
that tonight, tonight will be fine,
will be fine, will be fine, will be fine
for a while.

There's still one or two of us walking the street
No arrows or directions...(?) under their feet
No angels...(?) away from the...(?)
And no...(?)

But I know from your eyes
and I know from your (?) little smile
that tonight will be fine,
will be fine, will be fine, will be fine
for a while.

And I know from your eyes
and I know from your (?) little smile
that tonight will be fine,
will be fine, will be fine, will be fine
for a while.



(A Cohen poem set to music)

Queen Victoria,
My father and all his tobacco loved you,
I love you too in all your forms,
the slim and lovely virgin floating among German beer,
the mean governess of the huge pink maps,
the solitary mourner of a prince.

Queen Victoria,
I am cold and rainy,
I am dirty as a glass roof in a train station,
I feel like an empty cast iron exhibition,
I want ornaments on everything,
because my love, she gone with other boys.

Queen Victoria,
do you have a punishment under the white lace,
will you be short with her, will you make her read those little Bibles,
will you spank her with a mechanical corset.
I want her pure as power, I want her skin slightly musty with petticoats
will you wash the easy bidet out of her head?

Queen Victoria,
I'm not much nourished by modern love,
will you come into my life
with your sorrow and your black carriages,
And your perfect
memories.

Queen Victoria,
the Twentieth Century belongs to you and me.
Let us be two severe giants not less lonely for our partnership,
who discolour test tubes in the halls of Science,
who turn up unwelcome at every World's Fair,
heavy with proverbs and corrections,
confusing the star-dazed tourists
with our incomparable sense of loss.


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