Status

Elliott Smith Song

Written By

Elliott Smith

Recording Sessions

March-July 1996 (The Shop, Humboldt County, CA - Primary Either/Or Sessions) - two versions recorded, one is unofficially circulating
October 17-20, 1996 (Smith Residence, Portland, OR - Lucky 3)
1997 (Good Will Hunting)

Availability of Official Release

Either/Or
Kill Rock Stars’ Video Fanzine #1
Good Will Hunting OST
Live at Largo (not a studio recording, soundboard recording of a live performance on 4/11/98 at Largo in Los Angeles, CA)

Lyrics

Drink up, baby, stay up all night
The things you could do, you won’t but you might
The potential you’ll be that you’ll never see
The promises you’ll only make

Drink up with me now and forget all about the pressure of days
Do what I say and I’ll make you okay and drive them away
The images stuck in your head

People you’ve been before that you don’t want around anymore
That push and shove and won’t bend to your will
I’ll keep them still.

Drink up, baby, look at the stars, I’ll kiss you again
Between the bars where I’m seeing you
There with your hands in the air waiting to finally be caught

Drink up one more time and I’ll make you mine
Keep you apart deep in my heart separate from the rest
Where I like you the best
And keep the things you forgot

The people you’ve been before that you don’t want around anymore
That push and shove and won’t bend to your will
I’ll keep them still.

Unknown version (from lyric sheet provided by William Todd Schultz):

drink up baby
stay up all night
(crossed out: think of the things)
with the things you could do
you won’t but you might
the potential (crossed out: you have) you’ll (be that you’ll never see)
the promises you’ll only make
drink up with me
(crossed out: and forget all about) and forget all about
the pressure of days
do what I say
and I’ll make you okay
and I’ll drive them away
the images stuck in your head
(crossed out: the ghosts that live in your (head?))
(crossed out: the children that ???)
(crossed out: reflect) the things (line above: scenes) you…
the impressions of the bad girls
before at somebody’s…

First known live performance

1996-04-09 (Knitting Factory, Hollywood, CA, USA)

Notes

An orchestral version of the song was recorded for the Good Will Hunting Sountrack.

Audio

Orchestral version: