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Though you hold me the same old way
Your tenderness, oh, is fading fast
And I keep waiting, anticipating

Which moment you will choose to be our last
And I'll be left with nothing but
the thought of you, oh
So clearly, I can see that day coming
And when you're resting in the arms of someone new
And I'll be running around and searching for you
Wondering where can you be?
Who could be loving you other
than me?, baby, baby, baby
Where can you be?
Who could be loving you other than me?
You used to tell me, very, very
much how much you loved me
And I could always depend on you
You needed a friend so I took you in
But I get the feelin' now that,
darling, we're through
Now, I wish there was something I

But I'm afraid it would only make matters worse
I can feel your love fading for me
'Cause I know so well how it used to be
And I'm wondering where can you be?
Who could be loving you other than me?
Oh, darling, where can you be?
Who could be loving you other than me?
Now, I can give up material things
'Cause they're not a necessity to me
But when it comes to givin' up the only love
I've ever known
I just don't think my heart would agree
Tell me, where can you be?
Who could be loving you other than me?
Listen baby, where can you be?
Who could be loving you other than me?
Darling, darling
Where can you be?
Who could be loving you better and sweeter than me?
Oh, where can you be?
Who could be loving you?
Oh, baby

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