[Produced by J-Swift]

[Verse 1: Bootie Brown]
Now, in my younger days, I used to sport a shag
When I went to school, I'd carry lunch in a bag
With a apple for my teacher 'cause I knew I'd get a kiss
Always got mad when the class was dismissed
But when it was in session, I always had a question
I would raise my hand, to make her stand, come to my desk, and
Help me with my problem, it was never much
Just a trick to smell her scent and try to sneak a touch
Oh, how I wish I could hold her hand and give her a hug
She was married to the man, he was a thug
His name was Lee, he drove a Z
He'd pick her up from school promptly at three o'clock
I was on her jock, yes, indeedy, I wrote graffiti on the bus
First, I'd write her name, then carve a plus
With my name last, on the looking glass
I seen her yesterday, but still, I had to let her pass

[Chorus: Fatlip, Slimkid3 & Whodini]
She keeps on passin' me by! (Uh, bye...)
She keeps on passin' me by! (But nevertheless, I'll say it again)
She keeps on passin' me by! (Yes she does...) (But nevertheless, I'll say it again that–)
She keeps on pass—
[Verse 2: Slimkid3]
When I dream of fairy tales, I think of me and Shelly
See, she's my type of hype, and I can't stand when brothers tell me
That I should quit chasin' and look for something better
But the smile that she shows makes me a go-getter
I haven't gone as far as asking if I could get with her
I just play love by the ear and hope she gets the picture
I'm shooting for her heart, got my finger on the trigger
She could be my broad, and I could be her— (And I could be her...)
All I could do was stare
Back as kids, we used to kiss when we played Truth Or Dare
Now she's more sophisticated, highly edu-ma-cated
Not at all overrated, I think I need a prayer
To get in her book, and it looks rather dry
I guess a twinkle in her eye is just a twinkle in her eye
Although she's crazy stepping, I'll try and stop the stride
'Cause I won't have no more of this passin' me by

[Verse 3: Imani]
Time for me to voice my opinion, can't be pretending she didn't have me
Sprung like a chicken, chasing my tail like a doggie
She was kind of like a star, thinking I was like a fan
Damn, she looked good, downside, she had a man
He was a rooty-toot, a nincompoop
She told me "Soon your little birdie's gonna fly the coop"
She was a flake like corn, and I was born not to understand
By letting her pass, I'd prove to be a better man
[Chorus: Fatlip, Slimkid3 & Whodini]
She keeps on passin' me by! (Passin' me by...)
She keeps on passin' me by! (But nevertheless, I'll say it again)
She keeps on passin' me by! (But nevertheless, I'll say it again) (Passin' me by-aye-aye...)
She keeps on passin' me—

[Verse 4: Fatlip]
Now there she goes again, the dopest Ethiopian
And now the world around me begins moving in slow motion when–
Ever she happens to walk by, why does the apple of my eye
Overlook and disregard my feelings no matter how much I try?
Wait, no, I did not really pursue my little princess with persistence
And I was so low-key that she was unaware of my existence
From a distance, I desired her, secretly admired her
Wired her a letter, to get her, and it went:
"My dear, my dear, my dear
You do not know me, but I know you very well
Now let me tell you 'bout the feelings I feel for you
When I try or make some sort of attempt, I simp
Damn, I wish I wasn't such a wimp
'Cause then I would let you know that I love you so
And if I was your man, then I would be true
The only lying I would do is in the bed with you"
Then I signed: "Sincerely
The one who loves you dearly
P.S. Love Me Tender"
But the letter came back three days later: "Return to Sender"
Damn...
[Chorus: Fatlip & Whodini]
She keeps on passin' me by!
She keeps on passin' me by! (But nevertheless, I'll say it again)
She keeps on passin' me by! (But nevertheless, I'll say it again that–)
She keeps on passin' me by! (But nevertheless, I'll say it again that–)
She keeps on pass—

[Post-Chorus: Slimkid3 & Whodini]
But nevertheless, I'll say it again
(She keeps passing me by-aye-aye-aye...)
But nevertheless, I'll say it again (Yeah...)
But nevertheless— (Bye...)
But nevertheless— (Woo!)
But nevertheless, I'll say it again

[Outro: Slimkid3 & Whodini]
She keeps passin' me by
She keeps passin' me by (I'll say it again)
She keeps passin' me by
She keeps passin' me by (I'll say it again)
She keeps passin' me by
She keeps passin' me by (I'll say it again)
She keeps passin' me by
She keeps passin' me by (I'll say it again)