► One of the most underrated Dianne Warren compositions
► Originally recorded by The Real Milli Vanilli (1991), then by Kathy Troccoli (1994)
► This is the 1992 Downtempo version by Try 'N' B (1/2 of The Real Milli Vanilli )
► Produced by Frank Farian
► Written by Dianne Warren

Lyrics:

What is that sad look in your eyes
Why are you crying?
Tell me now, tell me now
Tell me, why you're feelin' this way
I hate to see you so down, oh baby

Is it your heart
Oh, that's breakin' all in pieces
Makin' you cry
Makin' you feel blue
Is there anything that I can do?

Why don't you tell me where it hurts now, baby
And I'll do my best to make it better
Yes, I'll do my best to make those tears all go away
Just tell me where it hurts now, tell me
And I love you with a love so tender
Oh and if you let me stay
I'll love all of the hurt away

Where are all those tears coming from
Why are they falling?
Somebody, somebody
Somebody left your heart in the cold
You just need somebody to hold on, baby

Give me a chance to put back all the pieces
Take your broken heart
Make it just like new
There's so many things that I can do

Why don't you tell me where it hurts now, baby
And I'll do my best to make it better
Yes, I'll do my best to make those tears all go away
Just tell me where it hurts now, tell me
And I love you with a love so tender
Oh and if you let me stay
I'll love all of the hurt away
Oh I'm gonna take it all away, baby

Is it your heart
Oh, that's breakin' all in pieces
Makin' you cry
Makin' you feel blue
Is there anything that I can do

Why don't you tell me where it hurts now, baby
And I'll do my best to make it better
Yes, I'll do my best to make those tears all go away
Just tell me where it hurts now, tell me
And I love you with a love so tender
Oh and if you let me stay
I'll love all of the hurt away
Oh I'm gonna take it all away, baby
[Bridge]
Tell me, baby
Tell me, oh yeah
Is there anything I can do, baby

Why don't you tell me where it hurts now, baby
And I'll do my best to make it better
Yes, I'll do my best to make those tears all go away
Just tell me where it hurts now, tell me
And I love you with a love so tender
Oh and if you let me stay
I'll love all of the hurt away

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