(Lyrics by Fred Kagan, music by Terry Kath)

Walkin' through the fog on a cold and cloudy night
Lookin' through the smog that surrounds the mornin' light
The shades of brown. It gets me down, exactly like my life
I don't deserve the hand I'm dealt: a flush in spades of strife.
I've grown tired of speeches that are nothing but a bore
So I'm rounding up the broken me and headin' on out the door
Without no lag I'm packin' my bag of discontented frowns
And hopping number eighty-six, the first train that is freedom bound.
Got my bag of many frowns and I'm takin' it on uptown.
Big city lights
Funkier nights
Happier days
Goin' my way
It should be right
But I'm still uptight
Hey, I better put down
And get movin' on
I'm through with aggravation
Don't deserve the degradation
I'm putting all the negatives down
To hop the train that's freedom bound for uptown.
Got my bag of many frowns and I'm takin' it on uptown.