I saw you ugly in a costume
You wore for Halloween.
You had decaying buckteeth on
And the ugliest hair I've ever seen.

I recognized you right away
Though your face I could not see:
Maybe it was how you walked
Or the way you spoke to me.

We went along, you took the teeth out,
To show me they weren't real;
When I asked you if I could,
You offered your hair to feel.

It was oily and matted and looked like bugs
Were living somewhere within;
You laughed and asked if I noticed
The paperclip used for a pin.

We kept on walking, side by side,
I liked you, ugly or not:
Its what's beneath that matters,
And that shines through, I thought.

Beneath the surface I saw beauty
Out on an ugly lark
And me becoming more and more eager
To be with her in the dark.