(words & music by Jerry Leiber - Mike Stoller)

Don't, don't, that's what you say
Each time that I hold you this way,
When I feel like this and I want to hold you,
baby, don't say don't.

Don't, don't leave my embrace
For here in my arms is your place
When the night grows cold and I want to hold you,
baby, don't say don't.

If you think that this is just a game
I'm playing
If you think that I don't mean
ev'ry word I'm saying
Don't, don't, don't, don't,
Don't feel that way
I'm your love and yours I will stay

This you can believe
I will never leave you
Heave knows I won't
Baby, don't say don't