when all the clouds darken up the sky way there's a rainbow highway to be found leading from your window pane just a step beyond the rain somewhere over the rainbow way up high there's a land that i heard of once in a lullaby somewhere over the rainbow skies are blue and our dreams the dreams that you dare to dream really do come true someday i'll wish upon a star and wake up where the clouds are far behind me where troubles melt like lemon drops away above the chimney tops that's where you'll find me somewhere over the rainbow blue birds fly birds fly over the rainbow then why then oh why can't i? if happy little blue birds fly beyond the rainbow why, oh why can't i?