(B. Holiday/A. Herzog, Jr.)

Hush now, don't explain
Just say you'll remain
I'm glad you're back
Don't explain

Quiet don't explain
What is there to gain?
Skip that lipstick
Don't explain

You know that I love you
And what love endures
All my thoughts are of you
For I'm so completely yours

Cry to hear folks chatter
And I know you cheat
Right or wrong don't matter
When you're with me, sweet

Hush now, don't explain
You're my joy and pain
My life's yours love
Don't explain