(feat. Johnny Gill)

You strut your body around the city
In green suede you think you're so bad
Hustling girls that want your money
Well you ain't worth a dime you have, baby

Smooth talkin' ladies man, seekin' a good time
But you ain't got the goods to play, no, no
Soft touchin' slow hand, chivalry in man
Are things that sweep a girl away

You ain't all that, baby
You ain't all that, no, no
You ain't all that, honey
You ain't all that, all that

Your maserati don't impress me
I'm lookin' for a high speed man
You think you can keep up with me
From what I've seen I doubt you can

Don't tell me that you love me
I see right through your game
I ain't fooled by your desire
If you're half of what you say, babe I'd like to play
But you're badder than bad, cooler than cool
Attitude always gets in the way

You ain't all that, baby
You ain't all that
You ain't all that, oh sugar
You ain't all that
You ain't all that, darling
You ain't all that
You ain't all that
Said you ain't all that

You say you "fell in love at first sight"
Sweet talk me with lies
But I heard you said it elsewhere last night
Well you should know, that I'm no fool, I don't need
You...cuz, you ain't all that

[Rap:]
You thought you was fly
So I had to say goodbye
I gave you a chance and don't even know why
You ain't nothin' i can find another cutie
'Cause all you wanted was my money and my bootee
So step off
Get lost
Get off my trip
I don't need you boy 'cause you ain't legit,
You sucker

You ain't all that
You ain't all that, oh sugar
You ain't all that, baby
You ain't all that
You ain't all that, baby
You ain't all that, sugar
You ain't all that, darlin'
You ain't never gonna be the kind of man
Who was on your knees beggin' tryin'
To please me
You ain't all that, no, no
You ain't all that

[Shanice & Johnny Gill:]
[Shanice:] Yeah you ain't all that and never will be
[Johnny:] Ain't all that?
[Shanice:] You ain't all that
[Johnny:] well ok, it's alright 'cause that's why you
Been with it all this time
[Shanice:] Yeah, and don't forget to leave my key right there on that table
[Johnny:] Leave the key on the table? What?
[Shanice:] Yeah, right there, on that table and while
You're at it, don't call me, don't call my mother,
Don't call my father and don't even give my dog a biscuit
[Johnny:] Yo, bow, wow
[Shanice:] And by the way I did cancel all the credit cards
[Johnny:] That's cool too 'cause you're gonna pay all
That bills, peace, I'm outta here
[Shanice:] Bye

You ain't all that, baby
You ain't all that

[Fade]

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