The development of "Telescope Eyes" has taken many strange turns. In its original form on EP1, the song was much longer and slower than the final version. It included a verse that was cut out of the Laughing City EP recording, and its bridge was subdued and somewhat jazz-influenced.

For the third recording of "Telescope Eyes" on Room Noises, Warner Brothers asked Sherri to rewrite the song. She did... kind of. Instead of a complete rewrite, she changed the arrangement and added portions of the extra verse, and the entire song underwent a dramatic increase in tempo until it became the driving, catchy song it is today.

Go cry, go run away
Let your short legs carry you away
With your big dress and your dirty hair
Your pen's waiting for you
Just get far, far away from me
I don't want your disease

Please don't make me cry,
Please don't make me cry,
I'm just like you, I know you know
I'm just like you so leave me alone

Dear Matthew, why can't you see?
You're just not near enough like me
With your telescope eyes, metal teeth
I can't be seen with you

Version 2 (Laughing City)
Oh, you humor me today
Calling me out to play
With your telescope eyes, metal teeth
I can't be seen with you

Please don't make me cry
Please don't make me cry
I'm just like you, I know you know
I'm just like you so leave me alone

Go cry, go run away
Let your short legs carry you away
With your telescope eyes, metal teeth
I can't be seen with you

Please don't make me cry
Please don't make me cry
I'm just like you, I know you know
I'm just like you, so leave me alone

Please don't make me cry
Please don't make me cry
I'm just like you, I know you know
I'm just like you, so leave me alone

Version 3 (Room Noises)
Oh, you humor me today
Calling me out to play
With your telescope eyes, metal teeth
I can't be seen with you, you see

Please don't make me cry
Please don't make me cry
I'm just like you, I know you know
I'm just like you, so leave me alone

I wonder, why can't you see
You're just not near enough like me
With your telescope eyes, metal teeth
I can't be seen with you

Please don't make me cry
Please don't make me cry
I'm just like you, I know you know
I'm just like you, so leave me alone

Please don't make me cry
Please don't make me cry
I'm just like you, I know you know
I'm just like you, so leave me alone