written by Billy Strayhorn
© 1949 Tempo Music (ASCAP)

I used to visit all the very gay places
Those come what may places
Where one relaxes on the axis of the wheel of life
To get the feel of life from jazz and cocktails

The girls I knew had sad and sullen grey faces
With distingue traces
That used to be there you could see where they'd been washed away
By too many through the day twelve o'clock tales

Then you came along with your siren song
To tempt me to madness
I thought for a while that your poignant smile
Was tinged with the sadness of a great love for me
Ah yes I was wrong, again I was wrong

Life is lonely again
And only last year everything seemed so sure
Now life is awful again
A trough full of hearts could only be a bore
A week in Paris could ease the bite of it
All I care is to smile in spite of it

I'll forget you, I will
While yet you are still burning inside my brain
Romance is mush, stifling those who strive
So I'll live a lush life in some small dive
And there I'll be
While I rot
With the rest of those whose lives are lonely too