(Paul Williams)



When you embrace her in a fond caress

And kiss the lips of Miss Loneliness

Think of me she's my mem'ry think of me

Though you just met her before you loved her

You'd be much better off just forget her

Think of me she's my heartache think of me.



When you're poor old unhappy heart starts to break

You'll do all the giving all she'll do is take

And when you get weak enough to start giving up

Think of me she's my mem'ry think of me.



--- Instrumental ---



When things get hopeless you'll get helpless and she'll just walk all over you

Think of me when you get stepped on think of me

I guess you think I'm a jealous fool she'll work me over like she'll do you

Think of me she's my mem'ry think of me.



When you're poor old unhappy heart starts to break

You'll do all the giving all she'll do is take

And when you get weak enough to start giving up

Think of me she's my mem'ry think of me...