| Though you hold me the same old way
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| Your tenderness, oh, is fading fast
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| And I keep waiting, anticipating
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| Which moment you will choose to be our last
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| And I’ll be left with nothing but
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| The thought of you, oh So clearly, I can see that day coming
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| And when you’re resting in the arms of someone new
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| And I’ll be running around and searching for you
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| Wondering where can you be?
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| Who could be loving you other
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| Than me?, baby, baby, baby
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| Where can you be?
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| Who could be loving you other than me?
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| You used to tell me, very, very
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| Much how much you loved me And I could always depend on you
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| You needed a friend so I took you in But I get the feelin' now that,
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| Darling, we’re through
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| Now, I wish there was something I Could say or try to do But I’m afraid it would only make matters worse
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| I can feel your love fading for me
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| 'Cause I know so well how it used to be And I’m wondering where can you be?
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| Who could be loving you other than me?
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| Oh, darling, where can you be?
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| Who could be loving you other than me?
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| Now, I can give up material things
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| 'Cause they’re not a necessity to me But when it comes to givin' up the only love
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| I’ve ever known
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| I just don’t think my heart would agree
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| Tell me, where can you be?
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| Who could be loving you other than me?
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| Listen baby, where can you be?
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| Who could be loving you other than me?
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| Darling, darling
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| Where can you be?
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| Who could be loving you better and sweeter than me?
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| Oh, where can you be?
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| Who could be loving you?
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| Oh, baby |