arranged and adapted by Arlo Guthrie So you ask me my kind friend Why I am sad and still And why my brow is darkened Like the clouds upon the hill Rein in your ponies closer And I'll tell you all a tale Of Utah Carroll, partner And his last ride on the trail In a grave without a headstone Without a date or name My partner lies there silent In the land from which I came Long ago we rode together We'd ridden side by side I loved him like a brother And I wept when Utah died While riding up one morning And our work was almost done The cattle quickly started On a wild and maddening run The boss's little daughter Who was riding on that side Rushed in to stop the stampede It was there my partner died Lenore upon her pony Tried to turn the cattle right But her blanket slipped beneath her And she caught and held on tight When we all saw that red blanket Each cowboy held his breath For should her pony fail her None could save the girl from d**h When the cattle saw the blanket Almost dragging on the ground They were maddened in a moment And they charged with deafening sound The girl soon saw her danger And she turned her pony's face And bending in her saddle Tried the blanket to replace Just then she lost her balance In the front of that wild tide Carroll's voice controlled the round up "Lie still, Lenore" he cried And then close up beside her Came Utah riding fast But little did the poor boy know The ride would be his last Full often from the saddle He had caught the trailing rope To pick her up at full speed Was now his only hope He swung low from his saddle To take her to his arm We thought that he'd succeeded That the girl was safe from harm But such a strain upon his saddle Had ne'er been put before And the cinches gave beneath him And he fell beside Lenore When the girl fell from her saddle She had dragged the blanket down It lay there close beside them Where they lay upon the ground Utah took the blanket And to Lenore he said "Lie still" and quickly running Waved the red thing o'er his head He turned the maddened cattle From Lenore, his little friend And as the mighty herd rushed toward him He turned to met his end And as the herd came on him His weapon quickly drew He was bound to die defended As all brave cowboys do The weapon flashed like lightning And it sounded loud and clear As the cattle rushed and k**ed him He dropped the leading steer When I broke through that wide circle To where poor Utah lay With a thousand wounds and bruises His life blood ebbed away I knelt down close beside him And I knew that all was o'er As I heard him faintly whisper "Good-bye, my sweet Lenore" Next morning at the churchyard I heard the preacher say "Don't think our kind friend Utah Was lost on that great day He was a much-loved cowboy And not afraid to die And we'll meet him at the round up On the plains beyond the sky" So you ask me my kind friend Why I am sad and still And why my brow is darkened Like the clouds upon the hill Rein in your ponies closer And I'll tell you all a tale Of Utah Carroll, partner And his last ride on the trail