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 

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' 

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 

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 whe 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 

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