i took my darling out to the aquarium
sea creatures stared at us and we stared back at them
my baby freaked when she peeked at that 8-legged blob with a beak
she was too scared to speak
i said don't be upset it's only an octopus
don't bother it and i'm sure it won't bother us
please don't be upset my darling, please don't get upset
my baby came riding to meet me one time
on the crowed last car of the downtown-bound 9
she was brave but she caved
when the train was delayed
it was just the last straw in her hard busy day
i said don't get upset 'cuz it's not a catastrophe
nothing will happen and soon you'll be back with me
please don't be upset my darling , please don't be upset
my gal's got a headhache, her ankle is hurting too
boots she bought gave her a rash & her winsdom tooth [bad word] in and it's damp out and she's having cramps and she's so mad at me cuz i didn't shave
i said don't be upset i know you're feeling sensitive 
i'll try to be kinder and be more attentive
please don't be upset my darling please don't get upset
darling i said, i'm gonna be 27 soon
i've only got rejection letters and a sense of impending doom
i think it's too late for me
all [bad word] companies hate me
and i try but it's always the same
i guess my art is just lame and it's strange but still somehow i'm
always not suiting their needs at this time
and she said ........don't be upset,
you know that you're wonderful
just keep on trying ...(actually what she really said was)
all you ever wanna talk about is your self and [bad word] books and your album and your tour
and everytime i see your friends they just ask me where you are again and it hurts
it makes me feel like dirt
i'm just gonna write where you are on my shirt
and i said don't be upset, don't be in a bad mood
let's just go to a show and hang out and feel [bad word] on please don't be upset my darling, please don't be upset, i'll do anything baby, just don't be upset .