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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

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

Ooh, la la la la la
Lookin' good, Carlene
Whoa, my my my my my
Time has been good to you
You know what I mean
Girl, you glitter like Hollywood
Good God, Carlene
You sure are lookin' good

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'

She said, 'What a switch
Ain't life funny
I got a Ph.D
Now I'm modelin' for money
Imagine little Miss 4.0 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'

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, Carlene
You sure are lookin' good

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...

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, Carlene
You sure are lookin' good