(Gerry Goffin, Carole King)

All your gypsy friends have gone away now
It's for someone else they sing their song
You said it's all a masquerade
And life was just a game you played
But now, too late, you see that you were wrong

All the friends you hung around are gone now
They're all entertaining someone else
You lived your life without a goal
And now, you feel you've lost your soul
And you can only blame it on yourself

Wasn't it you who said that nothing matters?
Wasn't it you who said life's a holiday?
Well, if it's true that nothing really matters,
What are you doing, feeling down this way?

I remember when I tried to warn you
You told me not to try to tie you down
Now, your mind is filled with doubt
The crowd that you were in is out
And you have no idea where you're bound

Wasn't it you who said that nothing matters?
Wasn't it you who said life's a holiday?
Well, if it's true that nothing really matters,
What are you doing, feeling down this way?
What are you doing, feeling down this way?
What are you doing, feeling down this way?