Well now you say you've found another man who does things to you that I can't
And that no matter what I do it's all over now
between me and you girl
But I can't believe what you say
No I can't believe what you say
'cause baby

I don't wanna fade away
Oh I don't wanna fade away
Tell me what can I do what can I say
Cause darlin' I don't wanna fade away

Well now you say that you've made up your mind
it's been such a long, long time since it's been good with us
And that somewhere back along the line you lost your love and I lost your trust
Now rooms that once were so bright are filled with the coming night, darlin'

I don't wanna fade away
Oh I don't wanna fade away
Tell me what can I do what can I say
Cause darlin' I don't wanna fade away

You say it's not easy for you
And that you've been so lonely
While other girls go out doing what they want to do
You say that you miss the nights when we'd go out dancing
The days when you and I walked as two
Well girl I miss them too
Oh I swear that I do
Oh girl

Now baby I don't wanna be just another useless memory holding you tight
Or just some other ghost out on the street to whom you stop and politely speak
when you pass on by vanishing into the night
left to vanish into the night
No baby

I don't wanna fade away
Oh I don't wanna fade away
Tell me what can I do what can I say
Cause darlin' I don't wanna fade away