Oh, down by the river where the wildflower grow   All the people comin' to a carnival show   Got my little brother Bobby here, so come along   Oh, we gotta get there early or the seats are all gone   Hey, now, you can smell the sawdust up your nose for a mile   There's a bearded lady and that man's a crocodile   Slip inside the tent and see the giant rubber man   Oh, I bet his momma's proud of him, he's doin' what he can   Doin' what he can.   Oh, I wonder if they'd let me join up with 'em if I could   Get down to the city, get off this hill for good   Yeah, I'm tired of totin' water, feedin' chickens in a shack   I'm runnin' away to the carnival, an' never comin' back   Nope! Never comin' back.   Now, the strong man got no hair, he can lift a heavy stone   Monkey woman's screechin', in her nose there's a bone   The cracker barrel's open and the cider's filled with flies   Oh, take a seat down in front, 'cause the curtain's 'bout to rise   Yeah, wander past the fortune teller, readin' someone's hand   What future does she see while we listen to the band?   And I can hear the music now from that calliope   Oh, when the carnival's in town there's always somethin' new to see   Somethin' new to see...   Oh, the people in the carnival, they all act just like kin   And you can't be in the middle when you're sleepin' with a Siamese twin   Oh, the dog-faced boy lifts his leg out in the pourin' rain   When you're travellin' with the carnival, there really is no shame   Nope, no shame.   Down by the river where the wildflower grow   All the folks are packin' up that carnival to go   I guess I'll soon be leavin', then, but you can come with me   And we all run to the carnival and see what we would be   Repeat and fade:   Run, run, runnin' with the carnival