By Andy Razof and Thomas "Fats" Waller

WHAT WILL I DO AT SUNDOWN,
WHAT WILL I DO AT DAWN,
WHAT WILL I DO AT NOONTIME,
NOW THAT I'VE FOUND YOU GONE?

WHAT WILL I DO FOR SUNSHINE
WITH NOTHING BUT THE RAIN?
HOW CAN I SMILE,
FIND LIFE WORTH WHILE
WITH A HEART THAT'S FILLED WITH PAIN?

MY, HOW I MISS
YOUR TENDER KISS
AND THE WONDERFUL THINGS YOU WOULD DO
I RUN MY HANDS
THRU' SIL'VRY STRANDS
'CAUSE I'M BLUE, TURNING GREY OVER YOU

WELL, YOU USED TO BE
SO GOOD TO ME,
THAT'S WHEN I WAS A NOVELTY

NOW YOU HAVE NEW THRILLS IN VIEW,
FOUND SOMEONE NEW,
LEFT ME BLUE, TURNING GREY OVER YOU
I SAID, HOW CAN I SMILE,
FIND LIFE WORTH WHILE
WITH A HEART THAT'S FILLED WITH PAIN?

YOU USED TO BE
SO GOOD TO ME,
THAT'S WHEN I WAS A NOVELTY
WELL, NOW YOU HAVE FOUND SOME NEW THRILLS TO VIEW,
AND SOME NEW BUDDY FRIENDS AND I DON'T KNOW WHAT TO DO
BECAUSE I'M BLUE, TURNING GREY OVER YOU

YEH, COME ON, HIT ME, DADDY, HIT ME,
LET ME HEAR IT ONE TIME!
OH YEAH,
BA-SA-SA-SA-SA-SA-SA-SA-SO-SO-SO-SO
BA-SA-SA-SA-SA-DOOTSIE-DOOTISE-DOO

I JUST LOST MYSELF THERE, CHILD, HA! HA! HA!