Midnite at the Starlite, was dead as Sunday afternoon
Same old worn out faces, same old worn out tune
Just about to pay his tab, then she came thru the door
And every eye in the Starlite lounge, watched her walk across the floor

She sat down by the window, caught his reflection in the glass
But he didn’t see her looking, cause he was staring at her class
Soft as silk and half his age, she turned her head and smiled
And in the darkness of the candlelight, another seed of love grows wild, he thought…

I wonder where I’ve seen those eyes before
As blue as where the ocean meets the shore
He thought as if to say, was it New York or L.A.
I wonder where I’ve seen those eyes before

He walks up to her table, she offers him a chair
He reaches out to touch her, but she brushes back her hair
And in that fleeting moment, the young and old are one
Though not a single word was spoken, they knew the night had just begun

From the barroom to the bedroom, can be such a lonely climb
When you’re in the arms of midnite, and you love on borrowed time
But he knows tonight is different, as she unties her dress
He lives a lifetime in a moment, and fills his heart with her caress, he says

I wonder where I’ve seen those eyes before
As blue as where the ocean meets the shore
She smiles as if to say, was it New York or L.A.
I wonder where I’ve seen those eyes before

In the steamy August silence, their tension feeds the storm
His anxious knowing arms await, her body young and warm
But as the moonlight fills the bedroom, he stops as life unfolds
He sees the locket that he left her, when she was only 2 years old… he cries…

Now I know where I’ve seen those eyes before
They’re the same blue eyes your mother wore
She cries as if to say, I still love you anyway
Now I know where I’ve seen those eyes before

They talk away into the night, the darkness their disguise
Blame it on the Starlite lounge and those big blue ocean eyes

written by Richard Klender, Joanie Chappel Beeson, Marc Beeson