Though you hold me the same old way   Your tenderness, oh, is fading fast   And I keep waiting, anticipating   Which moment you will choose to be our last   And I'll be left with nothing but the thought of you, oh   So clearly, I can see that day coming   And when you're resting in the arms of someone new   And I'll be running around and searching for you      Wondering where can you be?   Who could be loving you other than me?, baby, baby, baby   Where can you be?   Who could be loving you other than me?      You used to tell me, very, very much how much you loved me   And I could always depend on you   You needed a friend so I took you in   But I get the feelin' now that, darling, we're through   Now, I wish there was something I could say or try to do   But I'm afraid it would only make matters worse   I can feel your love fading for me   'Cause I know so well how it used to be      And I'm wondering where can you be?   Who could be loving you other than me?   Oh, darling, where can you be?   Who could be loving you other than me?      Now, I can give up material things   'Cause they're not a necessity to me   But when it comes to givin' up the only love   I've ever known   I just don't think my heart would agree      Tell me, where can you be?   Who could be loving you other than me?   Listen baby, where can you be?   Who could be loving you other than me?   Darling, darling   Where can you be?   Who could be loving you better and sweeter than me?   Oh, where can you be?   Who could be loving you?    Oh, baby