I met a girl in L.A. and she seemed alright to me
She said she'd give me loving and she said it would be free
She told me she would call me or leave a message at the door
And left me wondering what I was in for

By the next time that I saw her I had clean forgot her name
And without her fancy make-up she just didn't look the same
So I totally ignored her and she sadly turned away
And through sympathy I told her she could stay

Oh poor lady, midnight baby
No one wants your love at all
Oh poor lady, midnight baby
Now you're heading for a fall
And you really think your're something
You know all the things to do
But poor lady, just a baby
There's a hundred more like you

Now for two weeks more she was at my door
She would stay with me for days
As a lover she was frightening in so many different ways
But when it came to conversation she was totally absurd
Oh she'd sit for hours and never say a word

Oh poor lady, midnight baby
No one wants your love at all
Oh poor lady, midnight baby
Now you're heading for a fall
And you really think your're something
You know all the things to do
But poor lady, just a baby
There's a hundred more like you
She spends her days in different ways, still trying to be hip
And at night she'll find she'll lose her mind, at a club along the strip
When her money goes she always knows she got something she can sell
It's the one thing that she really can do well

Oh poor lady, midnight baby
No one wants your love at all
Oh poor lady, midnight baby
Now you're heading for a fall
And you really think your're something
You know all the things to do
But poor lady, just a baby
There's a hundred more like you