(Kaye / Philinger)

I stayed up cryin' all night (all night)
I knew the end was in sight (in sight)
And now you're walkin' out on me (on me)
You're wonderin' where the little tears can be (can be)
Well, baby....

I'm all cried out, I'm all cried out
All my little tears are all dried out, oh yeah
Now, that you say we're through
I'm all cried out over you

Last night I knew we were through (we're through)
It hurt 'cause I still loved you (loved you)
Went home and couldn't fall asleep (asleep)
'Cause sleep just won't come into eyes that weep (that weep)
And that's why....

I'm all cried out, I'm all cried out
All my little tears are all dried out, oh yeah
Now that you say we're through
I'm all cried out over you, oh yeah

I'm all cried out
I just cant cry no more, no, no
No, no, no, no, oh
All cried out
And that's why....

I'm all cried out, yes I'm all cried out
All my little tears are all dried out, oh yeah
Now that you say we're through
I'm all cried out over you

Listen to me when I'm a-gonna say
I'm all cried out, yeah, over you
Listen to me when I'm a-tellin' you
I'm all cried out, yeah, over you
Over you