I know just what you're gonna say
I know that ever since that day
You turned away from me and cried so helplessly
When he passed you by

You know his love for you has gone
But your love for him still lingers on
He brought back memories of love that you now miss
When he passed you by

I fell for your charms
You surrendered to my arms
I nearly made you forget everything
But when he passed you by
You couldn't help but cry
And now I know the pain that love can bring

I know just what you're gonna say
I prayed it would not be this way

But in my heart I knew
That I'd be losing you
When he passed you by
When he passed you by