作词：David Foster, Jermaine Jackson, Tom Keane, Kathy Wakefield

Why do I seem to be caught up inside a dream?
All my life, it's always been my shadow and me
Over my shoulder there's always a voice somewhere
Saying, I ever should try to set my heart free

I wish that love would come and take me in her arms
Show me what I've never known
Where I could hold someone and words like right and wrong
Just fade away like yesterday

Lonely won't leave me alone
Lonely won't leave me alone
Why, tell me why?
Won't even let me fall in love

Oh, everywhere I go
Always by my side
Won't even let me fall in love

I try and say, I love you but the words won't come through
When my eyes see all the tears and sad memories
Why can't I start out new and leave that old feeling, too
Far behind, I guess, that lonely needs company
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Around each bend of road, I'm thinking back in time
There will be that rainbow's end
But when I follow love, self delusions I find
That it's only lonely and me again

Lonely won't leave me alone
Lonely won't leave me alone
Why, tell me why?
Lonely just keeps my heart out of touch

Oh, everywhere I go
Always by my side
Won't even let me fall in love

Lonely won't leave me alone
I wish that love would come
Lonely won't leave me alone
And take me home
Lonely, lonely won't let me fall in love

Lonely won't leave me alone
I wish that love would come
Lonely won't leave me alone
And take me home
Lonely, lonely won't let me fall in love

Lonely won't leave me alone
I wish that only
Lonely won't leave me alone
Love would come
Lonely, lonely won't let me fall in love