I met a girl in L.A. and she seemed alright to me,

She said she'd give me loving and she said it would be free,

She told me she would call me or leave a message at the door,

And left me wondering what I was in for.


By the next time that I saw her I had clean forgot her name

And without her fancy make-up she just didn't look the same,

So I totally ignored her and she sadly turned away,

And through sympathy I told her she could stay.


Oh poor lady, midnight baby,

No one wants your love at all,

Oh poor lady, midnight baby,

Now you're heading for a fall,

And you really think your're something,

you know all the things to do

But poor lady, just a baby,

There's a hundred more like you.


Now for two weeks more she was at my door,

She would stay with me for days,

As a lover she was frightening in so many different ways,

But when it came to conversation she was totally absurd,

Oh she'd sit for hours and never say a word.


Oh poor lady, midnight baby,

No one wants your love at all,

Oh poor lady, midnight baby,

Now you're heading for a fall,

And you really think your're something,

you know all the things to do

But poor lady, just a baby,

There's a hundred more like you.


She spends her days in different ways, still trying to be hip,

And at night she'll find she'll lose her mind, at a club along the strip,

When her money goes she always knows she got something she can sell,

It's the one thing that she really can do well.


Oh poor lady, midnight baby,

No one wants your love at all,

Oh poor lady, midnight baby,

Now you're heading for a fall,

And you really think your're something,

you know all the things to do

But poor lady, just a baby,

There's a hundred more like you