Shut it. Shut my mouth,
‘Cause I’m making a fool,
Of myself one more time,
In front of you,

Though when I act the joke,
You’re laughing, I smile,
But she glares, puts an arm,
Tight around you,

She’s glowing brighter than me,
Past her, you’ll never see,

That I’ve, been, here all along,
Sing-ing my own little song,
Content to be,
In the proximity,
Of you, so hard to impress,
There’s nothing quite like being
Only second best,

Stop it. Stop that look,
‘Cause, boy, I can’t take it,
I’m falling so deeply,
Falling for you,

She’ll toss her bright blonde hair,
And kiss you when I’m near,
She knows I’ve always been,
A friend to you,

She’s glowing brighter than me,
Past her, you’ll never see,

That I’ve, been, here all along,
Sing-ing my own little song,
Content to be,
In the proximity,
Of you, so hard to impress,
There’s nothing quite like being
Only second best,

I can do what she can do,
I can laugh and dance and kiss like her,
I could cross the oceans for you,
Conquer entire worlds for you,
Right and wrong begins to blur,
I shouldn’t when you belong to her,

I’ve, been, here all along,
Sing-ing my own little song,
Content to be,
In the proximity,
Of you, so hard to impress,
There’s nothing quite like being
Only second best,

But I’ve, been, here all along,
Sing-ing my own little song,
Fighting to stay,
Just in case I can say,
But I might as well quit,
‘Cause you’ll never split,
I’m struggling to find,
The words to change your mind,
No, there’s nothing quite like being,
Only second best,

I’m only second best