You strut your body around the city 
In green suede you think you're so bad 
Hustling girls that want your money 
Well you ain't worth a dime you have, baby 

Smooth talkin' ladies man, seekin' a good time 
But you ain't got the goods to play, no, no 
Soft touchin' slow hand, chivalry in man 
Are things that sweep a girl away 

You ain't all that, baby 
You ain't all that, no, no 
You ain't all that, honey 
You ain't all that, all that 

Your maserati don't impress me 
I'm lookin' for a high speed man 
You think you can keep up with me 
From what I've seen I doubt you can 

Don't tell me that you love me 
I see right through your game 
I ain't fooled by your desire 
If you're half of what you say, babe I'd like to play 
But you're badder than bad, cooler than cool 
Attitude always gets in the way 
You ain't all that, baby 
You ain't all that 
You ain't all that, oh sugar 
You ain't all that 
You ain't all that, darling 
You ain't all that 
You ain't all that 
Said you ain't all that 

You say you "fell in love at first sight" 
Sweet talk me with lies 
But I heard you said it elsewhere last night 
Well you should know, that I'm no fool, I don't need 
You...cuz, you ain't all that 

[Rap]
You thought you was fly 
So I had to say goodbye 
I gave you a chance and don't even know why 
You ain't nothin' I can find another cutie 
'Cause all you wanted was my money and my bootee 
So step off 
Get lost 
Get off my trip 
I don't need you boy 'cause you ain't legit, 
You sucker 
You ain't all that 
You ain't all that, oh sugar 
You ain't all that, baby 
You ain't all that 
You ain't all that, baby 
You ain't all that, sugar 
You ain't all that, darlin' 
You ain't never gonna be the kind of man 
Who was on your knees beggin' tryin' 
To please me 
You ain't all that, no, no 
You ain't all that 

[Shanice & Johnny Gill]
[Shanice:] Yeah you ain't all that and never will be 
[Johnny:] Ain't all that? 
[Shanice:] You ain't all that 
[Johnny:] well ok, it's alright 'cause that's why you Been with it all this time 
[Shanice:] Yeah, and don't forget to leave my key right there on that table 
[Johnny:] Leave the key on the table? What? 
[Shanice:] Yeah, right there, on that table and while You're at it, don't call me, don't call my mother, 
Don't call my father and don't even give my dog a biscuit 

[Johnny:] Yo, bow, wow 
[Shanice:] And by the way I did cancel all the credit cards 
[Johnny:] That's cool too 'cause you're gonna pay all 
That bills, peace, I'm outta here 
[Shanice:] Bye 

You ain't all that, baby 
You ain't all that 
[Fade]