She was good at late night listening

When he'd call her on the phone

She was good to come and get him

When he couldn't make it home

She was good to make love to

And they did now and then

She was good to never ask

When he'd be back again

(Chorus)

She wasn't good enough for him

For his family or his friends

He kept her out there on a limb

Wouldn't let her go, wouldn't let her in

She wasn't good enough for him

She was there on his bad days

And for years

he led her on

We all knew she had a bad case

He was doing her all wrong

She couldn't bring herself to do the right thing

Break it off or say goodbye

'Til she overheard him one night

Somebody on the side that

(Chorus)

She was good at late night listening

When he'd call her on the phone