UPTOWN/DON'T SAY NOTHING BAD (ABOUT MY BABY)/DA DOO RUN RUN
(Barry Mann / Cynthia Weil / Gerry Goffin / Carole King / Phil Spector / 
Ellie Greenwich / Jeff Barry) 
Barry Manilow
Bette Middler


He gets up each morning and he goes downtown 
Where everyone's his boss
And he's lost in an angry land 
He's a little man 

But then he comes uptown 
Each evening to my tentament
Uptown where folks don't have to pay much rent 
And when he's there with me 
He can see that he's everything
The man is tall 
He don't crawl 
He's a king 

Downtown he's just one of a million guys 
He don't get no breaks 
And he takes all they got to give 
'Cause he's got to live 

But then he comes uptown 
Where he can hold his head up high 
And uptown he knows 
I'm gonna be standing by 
And when I take his hand 
There's no man who can put him down, down, down 
Oh, the world's so sweet at his feet when he's uptown 
Whoa-oo-oh-whoa 
When he's uptown 
Whoa-oo-whoa-oo-whoa-oh-oh 

Don't say nothin' bad about my baby 
Don't say nothin' bad about my baby 
Don't say nothin' bad about my baby 
Don't say nothin' bad about my baby 
Don't say nothin' bad about my baby 
Don't say nothin' bad about my baby 
Don't say nothin' bad about my baby 
Don't 

Met him on a Monday and my heart stood still 
Da doo run run run da doo run run 
Somebody told me that his name was Bill 
Da doo run run run da doo run run 
Whoa, my heart stood still 
Yeah, his name was Bill 
And when he walked me home 
Da doo run run run da doo run run 

He knew what he was doin' when he caught my eye 
Da doo run run run da doo run run 
He looked kind of quiet, but my, oh my 
Da doo run run run da doo run run 
Oh, he caught my eye 
My, my, my, my, oh my 
And when he walked me home 
Da doo run run run da doo run run 

Here we go 
Da doo run run run da doo run run 
Da doo run run run da doo run run 
Da doo run run run da doo run run 
Da do run run, hey! 

Run-a-run-a-run-a-run-a-run-a-run-a-run 
Run-a-run-a-run-a-run-a-run-a-run-a-run 
Run-a-run-a-run, run-a-run-a-run 
Run-a-run-a-run-a-run-a-run-a-run-a-run 

Run-a-run-a-run, run-a-run-a-run 
Run-a-run-a-run-a-run-a-run-a-run-a-run 
Run-a-run-a-run, run-a-run-a-run 
Run-a-run