1st Verse

I was lousy at math, a failed historian
Carlene was the valedictorian, and I was
Quarterback in the back of the class, as
She was the whiz kid in the horned-rim glasses

2nd Verse

Been a long time since I'd been around
Since I set a foot on my old stompin' ground
I ended up by the ol' school yard
And this redhead pulls up in a blue sports car, and says
"I'll bet you don't remember, I guess it's been forever"
It took a second to put it all together, I said

Chorus

Ooh, la la la la la, lookin' good, Carlene
Whoa, my my my my my, time has been good to you
(If) you know what I mean
(And) girl you glitter like Hollywood
Good God (gosh), Carlene, you sure are lookin' good

3rd Verse

She said, "Hop in, let's go for a spin
Tell me what you been doin' boy, and where you've been"
I said, "I write songs, you prob'ly didn't know
And I finally got a couple out on country radio"

4th Verse

She said, "What a switch, ain't life funny
I got a PhD, now I'm modelin' for money
Imagine little Miss 40 just
Smilin' for the camera on the cover of Vogue"
I said, "(You've) come a long way since graduation
Let me say without reservation
You've surpassed everyone's expectations, now"

(Repeat Chorus)

Bridge

I said, "I hope to see you again someday"
She said, "Another ten years is too long to wait
Pick me up at my mama's at eight"
I said

(Chorus Out)