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
    (Chorus)
  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'
    (Chorus)
    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
    (Chorus)