(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]