how'd you get to be
so ****** free?
how'd you get to be so smart?
how'd you get to see what I can't see?
how'd you get to break my heart?

you take me for a joker
or a carnival clown.
you stand there and look down on me.
but you've been carryin' on what I put down -
I think you're trying to make a fool outta me.

how'd you get to feel what I can't feel?
how can you just laugh while I cry?
you said you loved my lovin' deep down inside,
yet you turn your back and let it die ...

you stand there and look down on me ...
you're trying to make a fool of me ...
you're just too good for me ...