[Verse 1]
And 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

[Chorus]
'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, darling, I don't wanna fade away

[Verse 2]
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

[Chorus]
Oh darling, I don't wanna fade away
Oh, I don't wanna fade away
Tell me what can I do, what can I say?
'Cause, darling, I don't wanna fade away
[Bridge]
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
Ooh, girl, I miss them too
Oh, I swear that I do
Oh, girl

[Organ Solo]

[Verse 3]
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

[Chorus]
No, baby, I don't wanna fade away
Oh no, I don't wanna fade away
Tell me what can I do, what can I say?
'Cause, darling, I don't wanna fade away
[Chorus]
No, darlin', I don't want to fade away
No, I don't wanna fade away
Tell me what can I do, what can I say?
Oh, darling, I don't wanna fade away

[Outro]
Don't make me, darling
I don't wanna fade away
Don't make me, darling
I don't wanna fade away
I don't wanna fade away
I don't wanna fade away
I don't wanna fade away