i took my darling out to the aquarium
sea creatures stared at us and we stared back at them
my baby freaked when she peeked at that 8-legged blob with a beak
she was too scared to speak
i said don't be upset it's only an octopus
don't bother it and i'm sure it won't bother us
please don't be upset my darling, please don't get upset
my baby came riding to meet me one time
on the crowed last car of the downtown-bound 9
she was brave but she caved
when the train was delayed
it was just the last straw in her hard busy day
i said don't get upset 'cuz it's not a catastrophe
nothing will happen and soon you'll be back with me
please don't be upset my darling , please don't be upset
my gal's got a headhache, her ankle is hurting too
boots she bought gave her a rash & her winsdom tooth
is coming in and it's damp out and she's having cramps and she's so mad at me cuz i didn't shave
i said don't be upset i know you're feeling sensitive
i'll try to be kinder and be more attentive
please don't be upset my darling please don't get upset
darling i said, i'm gonna be 27 soon
i've only got rejection letters and a sense of impending doom
i think it's too late for me
all the comic companies hate me
and i try but it's always the same
i guess my art is just lame and it's strange but still somehow i'm
always not suiting their needs at this time
and she said ........don't be upset,
you know that you're wonderful
just keep on trying ...(actually what she really said was)
all you ever wanna talk about is your self and your comic books and your album and your tour
and everytime i see your friends they just ask me where you are again and it hurts
it makes me feel like dirt
i'm just gonna write where you are on my shirt
and i said don't be upset, don't be in a bad mood
let's just go to a show and hang out and feel good
come on please don't be upset my darling, please don't be upset, i'll do anything baby, just don't be upset .

Lyrics submitted by arwhyn

Don't Be Upset song meanings
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  • +3
    General CommentI love this song, though the bitterness of the last few verses shifts it's meaning from what seems like fair love to something like abuse. It's bitter but still somehow feels sweet, like he's prepared to go through such pain for her.

    And that's what makes it so great. It's not obvious whether "Jeff" is being kind to his girl out of love, or whether he's being pushed around. And given the song it could feel like the inverse of the sentiment that ends it (in the song, his girlfriend discards his feelings in favour of her own. If he then writes the song, he may well be discarding her feelings in favour of his own).

    Still: neat song
    Barefoot Andyon January 12, 2007   Link
  • +1
    General CommentI loved this song the moment I heard it. It’s cute and somewhat sad. The girl seems so irritable and easily troubled and her boyfriend is gentle and tries to smooth out her issues and ease her every worry, because he doesn't want her to be upset. But then when he brings up his personal distress he wants her to do the same for him, instead she goes off on him. And he's right back to consoling her, when he's the one needing some support.
    daytripper177on August 08, 2006   Link
  • +1
    General Commentsounds like morbid dependency... she treats him like crap n its all about her but he just keeps coming back for more. its about her needs and how he virtually begs her 2 not be upset makes it sound like hes kind of scared of her... but still attatched.
    god this is such a lovely song.
    lsoh16on January 06, 2008   Link
  • 0
    General CommentSometimes a relationship where youre the one always doing the listening and consoling helps you completely forget about your own troubles. This could be illustrating something like that, as jeff never actually complains about her constant whining.
    AnklePantson September 02, 2007   Link
  • 0
    General CommentI totally agree with daytripper. Reminds me of my relationship.
    GypsyRhapsodyon June 24, 2008   Link
  • 0
    General CommentIt's about when his girlfriend's got pmt. She's acting all irrationally, being scared of an octopus, then there's a bit about her having cramps.

    To keep a lady happy sometimes you've gotta sacrifice your own feelings and just act nice. Kids, you could learn a lot from Jeff.
    leonr23on October 28, 2008   Link
  • 0
    General CommentThis is one of those songs that make you fall in love with the artist. iloveyouJeffreyLewis<3
    kristendon May 06, 2009   Link
  • 0
    My InterpretationThis song is interesting in that it starts off with a sweet boyfriend calming his seemingly easily-scared girlfriend down. It goes on to describe the little things the narrator does for his "darling", painting a picture of a patient and attentive boyfriend catering to a fussy and irritable girl. The final part of the song the boyfriend breaks down and lets out all that's been weighing on his mind and the girl responds by comforting him in a similar way he did to her... except she doesn't. She complains even more. The interesting bit about the way the narrator tells this part is what I think many people seem to be overlooking and taking at face value, though I could be wrong.
    This way of presenting the girl's reaction is pretty passive aggressive on the narrator's part, and while many of us are left with an impression of an energy sucking abusive girlfriend and an ever-comforting boyfriend who never stands up for himself and his feelings the way the ending is written almost contradicts the boyfriend/narrator's image as a doormat who only thinks of her. He's throwing hella shade, to put it bluntly. He's clearly salty, yet he ends the song as a martyr, comforting his girl at the expense of his own feelings and needs.
    This can be interpreted in several different ways. We can either see this as Jeffery Lewis setting up a song reflecting on a past relationship and how he let himself be taken advantage of and shouldn't have, or we can see it as only the narrator's perspective of the relationship. (Of course neither are wrong) Some of the girlfriend's complaints at the very end actually have substance, but when compared to her actions in the rest of the song she seems like a bitch. The writer set her up in a very specific context that he took great pains to construct throughout the song, this is important and should not be overlooked. This is very likely a passive aggressive saccharine sweet diss, and a very well thought out one at that. This song carefully paints the narrator as the blameless victim and the girl he tends to as the obvious villain. This is a well-written song regardless,yet it makes one wonder what actually happened and whether or not there was another side to this story.
    samanthajpon June 01, 2016   Link
  • -1
    Song MeaningIt sounds like he's writing about an abusive relationship that is coming to an end that he's still trying to save.

    He's there for her 100% of the time, and goes through a lot to make her happy. She's still not content with that, and still complains about something inane, like him not shaving.

    She complains about everything, then when he tries to complain about one thing, she shuts him down immediately, and accuses him of being too self-absorbed.

    I think that he was really sad about it, because he really loves this woman, but she just isn't there for him. I think he knows that it won't work, and he wrote this song as a way to cope with that. /:
    lydia11348on December 23, 2014   Link

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