"Now slow down there kiddies!"
poppa called out to us
as we ran from our seats
on the big ole blue bus
for it's carnival time
in our sleepy ole town
gonna ride every ride
gonna see every clown!

yes sister and i are
so hopped up on this night
on goobers and gumdrops
and we squeal at the sight
at the huge ferris wheel
full of color and glee
there's so much to do here
and just so much to see!

we run like we're crazy
spin on ride after ride
sister gets so dizzy
hard to keep lunch inside
we ride all the ponies
and we feed all the goats
knock each other silly
in big blue bumper boats!

we knock down some bottles
and win such a big prize
a fluffy pink teddy
with such sparkling green eyes
poppa says he's a sweet one
such a wiseacre crack
sticks him on his shoulders
so he can ride piggyback!

and then we come upon
that concoction so keen
it's the big jolly giant
cotton candy machine
we watch in amazement
our eyes just all pop'd out
as the man takes a cone
and twists it all about!

over a cauldron so full
of much sugary air
and poof! now it's candy
so fluffy blue and fair
it's piled up oh so high
on that papery stick
it looks like marge simpson
such a cool magic trick!

and we grab the candy
and stuff it in our faces
pretend that it's a cloud
over far-away places
with all cottony houses
in blue powder puff towns
where fluffy princesses
wear such big puffed up gowns!

and we finish our candy
and our teeth are all blue
we smile at each other
and giggle and then coo
and poppa just chuckles
as he rolls round his eyes
and then polishes off
a big cup o' french fries!

and we laugh and we play
on the coasters and all
in the room of mirrors
we howl as we as fall
but teddy is there yes
to cushion our big rears
we run from the funhouse
to find elephant ears!

and then we go home on
the big smelly blue bus
poppa tries to hush us
as we both start to fuss
why can't we just live there
in the carnival glow
where life is a circus
a spectacular show?

and poppa he just smiles
as he puts us to bed
tucks in teddy with us
nightcap on his big head
he kisses us sweetly
as we drift off to sleep
with carnival mem'ries
forever ours to keep.