(A. Johnston, J. Burke)
[Recorded October 3, 1962, Los Angeles]

Every time it rains, it rains pennies from heaven
Don't you know each cloud contains pennies from heaven?
You'll find your fortune's fallin' all over the town
Be sure that your umbrella is upside down

Trade them for a package of sunshine and flowers
If you want the things you love, you must have showers
So, when you hear it thunder, don't run under a tree
There'll be pennies from heaven for you and me

[lengthy instrumental-sax solo and then brass]

Every time, every time it rains, it's gonna rain pennies from heaven
Don't you know every cloud contains lots of pennies from heaven
You'll find your fortune's fallin', baby, all over the town
Be sure, be sure that your umbrella is upside down

Trade them for a package of sunshine and flowers
If you want the things you love, you've got to have showers
So, when you hear it thunder, don't run under a tree
There'll be pennies from heaven for you and me