Waits, Tom - Falling Down Lyrics

I've come 500 miles
Just to see your halo
Come from St. Petersburg
Scarlett and me
When I open my eyes
I was blind as can be
And to give a man luck
He must fall in the sea
And she wants you to steal and get caught
For she loves you for all that you are not
When you're falling down
Falling down
When you're falling down
Falling down falling down

You forget all the roses
Don't come around on Sunday
She's not gonna choose you
For standing so tall
Go on take a swig of that poison
And like it
And now don't ask for silverware
Don't ask for nothing
Go on and put your ear to the ground
You know you'll be hearing that sound
Falling down
You're falling down falling down
Falling down falling down
Falling down

When you're falling down
Falling down falling down

Go on down see that wrecking ball
Come swing in on her now
Everyone knew that hotel was a goner
They broke all the windows
And took all the door knobs
And they hauled it away
In a couple of days
Now someone yelled timber
Take off your hat
We all look smaller
Down here on the ground
When you're falling down
Falling down falling down
Falling down falling down
Falling down

Someone's falling down
Falling down falling down
Falling down falling down
Falling down

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Waits, Tom Falling Down Comments
  1. dlebrun1963

    Trying to scrape Scarlett Johanssen out of my ear.

  2. Breakneck

    There's more soul in this track than in most neighborhoods.

  3. pedro a. cantero

    No son pocos quienes consideramos que esta canción debería ser declarada patrimonio de la humanidad, no solo por el aire pegadizo sino por la universalidad del texto: nostalgia por el derrumbe de cuanto amamos… Cuando te estás derrumbando, derrumbando/ Cuando te estás derrumbando, derrumbando, derrumbando/ Olvidaste que todas las rosas no llegan en domingo…

  4. Mike O'Flannigan

    I think it would be an honor to cover a Waits song 🤘🥰

  5. grint34 joop

    Scarlett johanson? Hahaha.

  6. Matt F

    Beautiful song, still makes me cry...

  7. John Doe

    Efkarlı ve arabeks biri oldum oysa yüzümüzü ne güzel batıya dönmüştük çıplak manita videoları izlendi yorumlarda insanlar delirtildi sanal zorba john doe hepinize iyi akşamlar diler. Babaanneniz yaşıyorsa dirisini ölmüşse mezarını sikeyim

  8. birdshow

    This song was therapy for me ten years ago. Full throated fathomless relief of the past by repeating this song about 20 times. Hard to describe

    Kweog Og

    brent r my favorite sad therapy song come from small change and blue valentine

  9. Teresa Perry

    I love Scarlett picked this at all let alone what she did to it.

  10. Clorox Bleach

    heres the real guava juice

  11. dexter blyth

    folks may cover his tunes [bet he glad more cash ]but you and i know if its tom waits its tom waits .and no one ganna do it better

  12. Bill Marci

    Holly Cole cover is worth a listen

  13. Mike m

    Trump likes Tom Waits. He can't be all bad.

    Timothy Ivey

    That asshole probably confused him w/ John Waite. Or he just likes Rod Stewart's Downtown Train, and someone told him it was a Waits song. Or he heard Springsteen do Jersey Girl, and the same thing happened. And when you say, "He can't be all bad", I sure as hell hope you mean Trump can't be all bad because he likes Tom, and not that Tom can't be all bad because that lunatic scumbag Trump is a "fan"...because that would be insane.

    Trump could run his own Tom Waits Appreciation Society, and he'd still be a piece of shit, imo. I don't give a damn who Trumps like...makes no difference.

  14. David Carr

    Magic comes in a multitude of guises. This is genius.

  15. Former Things

    Always hits the right spot.

  16. larry Euthanazor

    sounds keith richards , the kind of stuff he would write i guess :) anyway good stuff

  17. Terra Sancta

    She wants you to steal and get caught

  18. Matt Cahill

    Just sit back quietly and listen...

  19. Bluebound

    well i dont know anything about this


    You can't say that now. In for a penny in for a pound.

  20. Tim Finley

    Here's the deal about Scarlet Johanson's song vs Tom Waits: Waits elicits a feeling. Johanson elicits a feeling. They are similar but not synonymous. That's the beauty of covering a song. One may take aspects of the song and reinterpret them to make a new meaning that may be more or less relevant to the generation. Waits's music is timeless in my eyes. Johanson's, on the other hand, has a very short lifespan. Which is the biggest dissonance between the two styles.

  21. Debauch

    Anyone covering a Tom Waits song is just adding a layer to the texture of Waits. Nothing is taken, little is gained.

    Neil Wilson

    Scarlett Joahnsen did it good tho.


    @Neil Wilson Yes, and it is so funny to read all the people bitching about her lack of a 'singing voice’ considering that the original singer notoriously also lacks a conventionally ‘good’ voice. Both versions are still great.

  22. Catch Me

    Why is everybody comparing Scarlett's version to the original one? 
    I think that she did exactly what celebrities are supposed to do: INSPIRE people.
    You may be great at doing your job and that could be all. Or you can use your fame to "spread the word" about different topics: politics, culture, social problems, environmental issues etc. That's what she's doing, and it's really admirable.
    So you can like it or not (though it's undeniable that she has a beautiful, deep, raspy voice that you can hear better in other songs) but you have to appreciate her effort.
    Overall, I love this version but I enjoy listening to Scarlett's one too and I think it's a good homage, although I don't like the background, it's too noisy and tends to cover up her voice.

  23. Sophia

    I will always love this song so much… I covered it, but of course as a girl you have to modify it because I just cannot get the Tom Waits sound into my voice ;)

  24. Emily Brodbeck

    I was unaware that there was a cover of this until reading the comments -- but I'm not surprised. Patty Smith and Neil Diamond covered "Downtown Train," -- I wager that Tom Waits is the Third most covered artist, after Muddy Waters and Bob Dylan...

    Thomas Conboy

    Emily Brodbeck I'm pretty sure that Springsteen also did a cover.

    Kweog Og

    Emily Brodbeck Bruce also covered it

  25. Perry Mike

    His musical instrumentation is so powerful and so perfectly sets the mood for his voice and those wonderful lyrics.  I have heard no one else like Tom.

    Kweog Og

    Perry Mike I sing Tom at karaoke I have a deep gravelly voice I do Tom well at least what they say karaoke

  26. Raymond Leggs

    Vocal sandpaper. not that that is a bad thing. its got soul

  27. madmick17

    So much better then Scarlett Johansson's cover, but at the same time I don't hate on her covering an artist she likes. Hell, it might lead to younger kids learning about Tom Waits.

    Stephen R

    @madmick17 Her cover is quite good.

    Vash The Stampede

    +madmick17 I learned about Tom Waits through a stand up comedy set, so I would say it certainly would.

    Alex Go

    +madmick17 I don't have a huge musical background and being an immigrant on top of that, I simply never heard of Tom Waits until I read about ScarJo cover

    Heavy Blues Underground

    Believe it or not I'm actually quite fond of Scarlet's cover. But yeah, I get the meaning of your comment. I'm just glad that almost ten years later we'er still talking about this beautiful song.

    Stephen Davis

    Wife was a huge Tom Waits fan so infected the rest of the family - to the extent that it is painful to listen now she has passed.

    I do like Scarlett Johansonn's version though, it has a touching
    naïveté to it.

    I do very much like Holly Cole's take on it though :-)

  28. Crashoverall

    this is just beyond genius. a true artist.

    Ed Irby's Old Channel

    @Crashoverall i just recently discovered the genius of tom waits your words are so true.

  29. madmick17

    @mario64guy HAHA! Finally, someone who gets sarcasm!

  30. guavajuice

    @PatBB333 Absolutely not!

  31. Josh Thompson

    @peanutblitz love that you mentioned joe strummer in there, to me he is up there with tom in that he can use the english language as more than just words, which is a very rare talent.

  32. valhalla homebound

    @echoside190 yes but he kinda made this song for her also "scarlet and maine"

  33. kolumbijcan

    @LewisDobsonScottEYT i like the ugly girls version more too, it s very nice, but it s also live here on youtube and it s horrible, they ve improved her voice on the record a lot . but give a fuck, the record s great and that s it

  34. kolumbijcan

    this is a nice Lucy in the sky rip off

  35. Juan Kogiso

    YouTube recommends me Falling Down from Selena Gomez... No thanks YouTube

  36. madmick17

    @echoside190 WHAT!!! That's crazy talk! By the way the original Planet of the Apes with Mark Wahlberg was much better then the remake with Charlton Heston!

  37. Eric J

    Waits made the original, she did a cover.

  38. MiNa Kim


    Whether you think it's better or not, this is the original that inspired her to make a cover. Why don't you learn how to appreciate real music?

  39. madmick17

    @doloreg Yup, being absolutly serious!!! Tom does justice to those songs by covering them so well. I mean, he doesn't do as good of a job as the Rolling Stones, when they covered the Guns & Roses' song, Sympathy for the Devil. But all in all, Tom does allright!

  40. doloreg

    @madmick17 Areyoufuckingkiddingme.jpg

  41. madmick17

    I gotta say, Tom does a really good job covering this Scarlett Johansson song. Almost a good of a job, as when he covered Bruce Springsteen's, Jersey Girl!

  42. Flinh02


  43. yestw eleven

    God, i respect this guy <3

  44. Kablou

    She has no CLUE!! Tom Waits is GOD and to cover his music is blasphemy with in itself no matter how terrible and dull it sounds. And I'm talking Scarlett here. Her voice is...just...awful. And compared to Tom's, as a third party observer, that's saying something.


    Say what you want about his voice (I love it's eccentric qualities) but his songs are amazing. His songs are like great short stories.

  46. guavajuice

    @1991stacy Yeah, the video description hasn't been changed. But that's ok, the thought of Scarlett Johansson herself learning the art of Tom Waits' sound via some obscure youtube video makes me laugh.

  47. pjasp17

    Indescribable masterpiece.

  48. KORG 32

    @partyjamj you are right, like hobo jesus or hobo buddha.......but they maybe never existed. ok than - hobbo bukowski, kerouac, orwell, london... and other less cool people comparing to scarlett johansson. also the song name is Falling Down. And believe me or not its not about the broken heel....

  49. H. K.

    they're both great, but scarlett lacks charisma

  50. carefulandpolite

    @guavajuice I'm not sure if the video said "To show those looking for Scarlett how it's really done" before, but if so then I'm sorry, I misread your comment!

  51. carefulandpolite

    @peanutblitz I get what you're saying, but in the end we don't know Scarlett personally, so we can only make assumptions about her true intentions. I don't particularly like the cover, but at least it's introducing more people to his music, and at least Scarlett isn't doing some safe bubble gum pop. People get so heated up about these covers! Then again, if Miley Cyrus was doing Lenoard Cohen covers or something I'd probably be pretty annoyed, or at least think it's really (reaaaally) funny.

  52. jack jones


  53. jack jones

    scarlett's version is way better he solunds like a drunk hobo

    Excalibur Head

    Uh, that’s the point

  54. coconutcenter

    there is no wrong way to do a cover....thats the whole point..its an artists own interpretation of anothers song..its not suppost to sound identical. thats what makes it a cover.

  55. magdaszabo

    @missopan aaahhh...yr probly right. at this moment : no i guess i dont take it back. sick of people whining but i dont like their voooooooiiiiiiice. fck, whats he doin here then man. i dont like his voooooooiiiiiiice. go listen to pretty scarlette. i 'm not gonna bother. i mean lettherightonein, not u miss.

  56. resh samech

    There is no one, absolutely no one who sings like Tom. He is amazing.

  57. godswiph

    i would like to PERSONALLY thank Scarlett for exposing me to this great song!

  58. guavajuice

    @1991stacy Not showing Scarlett how it's done, but those who were looking for the original on youtube after Scarlett's cover was released :)

  59. Bajskorv Mums

    @lettheonerightin Takje it back!! TAKE IT BACK RIGHT NOW!! hehehe... No seriously she dosent man..

  60. lettheonerightin

    @magdaszabo I like Bob Dylan!

  61. magdaszabo

    @lettheonerightin he's so fabulous. u cant appreciate greatness i guess. u probly dont like neil young or bob dylan either...i love all the voices, those 3. maybe u prefer some lounge lizards to the real thing.

  62. Nicole K

    @Titiansurf I listened to the entire album of hers, and I can't stand one of the songs on it. I guess the fact that I disagree with your view must mean that I am jealous of her. Why is it so hard for you to understand that other people simply don't like what you like?

  63. Steve Thomas

    @fecalinferno agreed, I don't know why it was so trashed...and if it was made it was probably approved by Mr. Waits himself, he's so picky about selling out...rightfully so.

  64. lettheonerightin

    @1991stacy scarlett does it better... I don't like tom waits' rhythm... I don't like tom's voice...

    Timothy Ivey

    It's got the same fucking rhythm as Tom's original. And Tom's has heart and a soul. He makes the song sound lived in, which is appropriate because it belongs to him. Scarlett's is just too deadpan and vacuous...sounds like she's just half-singing from very far away.

  65. breakneck14

    This mofo sounds like the cookie monster got some soul.

  66. VaticanExplosion

    Thanks Tom, thanks.

  67. agataipiotrek

    cool photo!

  68. Softmachine505

    while she NEVER stated that she was showing him up, after all, she PAID HIMMMMMM to touch that song, she DID imply in interviews that HER take was the best one. That negates HOMAGE. HOMAGE is VERY respectable. I do appreciate your looking for the best in someone, though. :)

  69. Softmachine505

    we're not hateful of her as a person or as an actress... insulted as a fan of someone WRITES, and FEELS it. Performs in a manner that makes EVERY person in the crowd feel like HE is humbled by them- someone that alters your mood when his music is played. she's a lovely woman with a GOOD voice... but she's young and does NOT know the life time of "paying dues" in crappy clubs with missing piano keys that creates that soul. again, she's a great actress!

  70. Softmachine505

    4 the LOVE of GOD and all things beautiful, THANK YOU for that tag. It's just... jaw dropping... like some brain synapse just... stopped... to recognize not only her AUDACITY but her nerve to ""improve?" a GENIUSE'S work? Oh, someone fell down all right. I'll be rewriting E=Mc2 later just because my ego is that huge coupled by the fact that i'm terrible with all things mathematical.

  71. jmf459

    To everyone who keeps hating on Scarlett, why don't you stop and think to commend her for covering an artist you like so much instead of doing some dumb shit a lot of other actresses have done? She did a hell of a lot better than others would have. I like her version more actually. She took a love-him-or-hate-him artist and made his stuff more accessible I guess you could say. So frigg off with your negative commentary.

  72. Paintedteemo

    @1991stacy very well stated

  73. glortw

    @thekwaze ohhhh. haha i feel pretty stupid now--i wasn't saying tom waits' name in my head. i thought just "for no man" was some sort of reference only hardcore tom waits fans would get. oops.well thank you for clearing that up! it is funny now that i get it..haha.

  74. The Kwaze

    It's just a play on words, as in "Time waits for no man" - Tom Waits For No Man...Doh! I told it was puerile....

  75. glortw

    @thekwaze I confess, I am a bit of a Tom Waits newcomer, so will someone please tell me how "For No Man" would appeal to one's puerile sense of humour?

  76. glortw

    @SaveYoshi pretty sure her boobs are real.

  77. glortw

    @blackleatherrain you know that she covered "time", right?

  78. Brianawaken

    @HeadlessPony Hell yeah man! Well, said.

  79. Bruno47602


  80. beebeef

    Scarlet has a great asss and tits.But when it comes to sing this kind of songs honey, go suck a lollipop.

  81. carefulandpolite

    She did a cover of the song because she obviously admires Tom Waits, not because she thought she could do it better, so you don't really have to "show her how it's done" - she knows.

  82. blackleatherrain

    @TheShakespeareBlues - I have to admit. I'd love to see Tori Amos cover some of Waits' pieces.

    Tara Brook


  83. SlowRiotNewKanada

    @TheShakespeareBlues Yeah, except that you shouldn't try to cover Tom Waits.

  84. labhrash

    what album is this off?

  85. Alexander Karelis

    It's not that she's a bad person, it's that she can't fucking sing.

  86. David Rosenfeld


    Amen to that! "I did my time in the jail of your arms". Goosebump stuff :D

  87. bacardi119

    "She loves you for all that you are not", Waits is a fucking genius.

  88. Henrique Negrello

    It's Ok to Ramones cover I Don't Want To Grow Up adding electric guitars and fast drums, but Scarlett can't do a tribute because she's famous? Hipster fans are such hypocrites.

    This version is better than Johansson anyway, but her version is pretty good IMO.

  89. Frank Enstein

    fuuuuuckk I love this song

  90. Deborah Bassett

    Maybe Scarlett wasn't trying to improve the song, maybe she just likes it like the rest of us!

  91. kevin craig


  92. greenGrass

    Scarlett version is pretty solid, IMO

  93. NotYeti

    @SuperZombiechic You've obviously taken a knock to the head, don't worry, sanity will return. But it is amazing what you can do with a pretty face, autotune and a couple of million dollars.

  94. Jess Mondie

    I don't understand the hatred towards Scarlett. I think it's awesome someone famous in our generation did a Tom Waits cover album because it'll direct her younger fans to the genius that is Tom. Kudos to her. Obviously her version isn't as good. That's why it's a COVER. But kudos to her for not being another actress gone singer and putting out some shitty over produced pop album.

  95. Grand Guignol

    Come on kids, they're both beautiful. She's not gonna choose you for standin' so tall.

  96. Wesley P

    I like both versions of the song

  97. The Kwaze


    Thanks for that very entertaining link.
    I'm glad the pun has already been used!

  98. Miglė Da

    "And she wants you to steal and get caught
    For she loves you for all that you are not"... - my world.
    love it.

  99. oisinallen

    @thekwaze It's not exactly an album, but there's always this: /watch?v=jCNDZY4vXPs