Late one night the midnight ghost rolled out of San Jose We could hear the echo of the whistle across the bay Gypsy said that he could hear The freedom he couldn't see I smiled and rubbed old Rex's head I think he understood me From the Hills of California To the North Carolina coast Gypsy saw the skies looking through my eyes Riding on the midnight ghost. Gypsy would grab my arm and ask what we were passing by I'd describe the Rio Grande and the redwood In the sky Now we never talked about the time my mistake took away his sight Gypsy had accepted that he said Rex makes it alright. We made friends in every state that's real important to me Gypsy and Rex would have a home if something should happen to me But I know the only thing that would bring old Gypsy down Is having to miss the midnight ghost and all of those moving sounds.