Date: 3/18/99; 12:42:38 AM
From: rickl1@ix.netcom.com (Rick)
Subject: CRD:Up All Night          Kelly Willis          Chords/Lyrics

Kelly Willis     Up All Night written by Libby Dwyer

Kelly Willis      lead vocals
Kevin Welch       acoustic guitar
Ricahrd Bennett   acoustic guitar
Glenn Worf        bass
Mike Henderson    guitar
Benmont Tench     keyboards
Fats Kaplan       fiddle
Dan Dugmore       steel guitar
Harry Stinson     drums
Kieran Kane       mandolin/bazuki

C
The sun is breaking on a new day

You'd be with me if I had my way
Bb                            C
I usually take the hard times smiling
F             G            C
But I've been up all night cying
C
You made a promise meant for keeping

And I gave up on our love so easy
Bb                              C
You said that you felt good for trying
F             G            C 
But I've been up all night crying
F                           C
I guess I can make it on my own
F                       G  
I'll get used to being alone
C
I'm going face to face with a heartache

And I won't quit till the pain breaks
Bb                        C
Now there won't be no use denying
F            G            C
That I'll be up all night crying

SOLO

F                           C
I guess I can make it on my own
F                       G  
I'll get used to being alone
C
The sun is breaking on a new day

You'd be with me if I had my way
Bb                            C
I usually take the hard times smiling
F             G            C
But I've been up all night cying




From Kelly Willis "Kelly Willis"
MCA Records 1993
East Texas Pines Music(BMI)