Inside the pocket of a clown, is a sad place to hang around,
Just watching smiles turn into frowns, inside the pocket of a clown.

Inside the heartache of a fool, you learn things they don't teach in school,
And lessons there can be real cruel, inside the heartache of a fool.

Hollow eyes, make a thin disguise, as little drops of truth,
Fall from your eyes. (2 times)

Inside a memory from the past, lives every love that didn't last,
Sweet dreams can start to fade real fast, inside a memory from the past.

Its a real sad place to hang around, inside the pocket of a clown.