[Intro: Phonte]
She told me I've taken her to places she has never been before, but really
She was taking me places I promised myself I'd never go to
Pff, damn, let me start from the beginning...

[Sample]
"Alright now – I want all of you brothers
To get ready for some sho' 'nuff sweet honey
For your mouth"

[Verse 1: Phonte]
Some say she was from Cali, some say the Carolinas
Mom was a belly dancer, Pop was a neverminder
No drugs or alcoholing, no weed or marijuana
You'd think the backstage was the last place you'd find her
First time I saw her, kinda
Reminded me of them chicks you see at Caribana
Friendly and talkative, and lookin' so marvelous
Had–that n***a Tay feelin' like Li'l Zé in the City of Goddess
But, I'm digressing, please pardon if
I start trailing off, or fading out of my consciousness
It's just that when I think of ole' girl my whole world collapses
I–was so enraptured in all of her flawlessness

She approaches me with a smirk
That said, "We can do work
No matter what time or day of the week it is"
So thorough, that backstage girl
She'll fall to her knees, just to pray on your weaknesses
[Interlude: Phonte]
I mean, I told her straight up, you know
I got a significant other... she ain't care
She said, "For tonight, I just wanna be your insignificant other"
Huh, what? God damn!

[Verse 2: Phonte]
Uh, we left the club at around 2
Just enough time to meet my n***as for round two
At another spot, DJ playing the sounds to–
Hopefully divert me from being a scoundrel
In the spot, making my rounds through
The crowd trying to throw her off
But she's on me like a bloodhound, you–
Wouldn't believe how hard I tried to fight it
Passions and desires were closin' in
And that's what it amounts to
I looked her in the eyes and said, 
"I don't even know your name
It feels wrong, even though I don't show it"
She said, "I wish I could tell you the same, 
But I won't tell you my name, 
'Cause I want you to fuck me like you don't know it"

I responded with a smirk, 
To let her know we can work, 
No matter what time or day of the week it is
So thorough, that backstage girl
Fell down to her knees just to pray on my weaknesses
Maaaan, can't even fight her, go 'head
[Pre-Bridge: Phonte]
You'd think the backstage would be the last place you'd find her
You'd think the backstage would be the last place you'd find her

[Bridge 1: Phonte]
Been ridin' all around the world, seen so many faces (Well, well, well)
But I'm always lookin' for love in all the wrong places
(You'd think the backstage would be the last place you'd find her)
Been ridin' all around the world, seen so many faces (Backstage girl)
But I'm always lookin' for love in all the wrong places

[Spoken Word Interlude: Phonte]
I woke up the next morning, all tangled up in her hair
And that's when I realized she had me all where she wanted me
She told me I'd taken her to places she'd never been before
But really, she took me to a place I promised myself I'd never return to
And I was fucked up
And the thing was, I didn't feel bad about what I've done, 
I just felt stupid for trying to fight it for so long
I mean, really, who I was fooling?
I knew what time it was, soon as I saw her
Soon as she smiled at a n***a, I could tell what her favorite position was
And I damn sure gave it to her
I thought I had changed... n***as never change
But it took that one night, 
That one passionate night for me to realize what I needed to do:
I gotta stop fucking with these hoes off of MySpace, dawg

[Bridge 2: Phonte]
Some say she was from Cali, some say the Carolinas
Mom was a belly dancer, Pop was a neverminder
No drugs or alcoholing, no weed or marijuana
You'd think that backstage was the last place you'd find her

You'd think that backstage was the last place you'd find her

[Bridge 1: Phonte]
Been ridin' all around the world, seen so many faces
But I'm always lookin' for love in all the wrong places
(You'd think the backstage would be the last place you'd find her)
Been ridin' all around the world, seen so many faces
But I'm always lookin' for love in all the wrong places
(You'd think the backstage would be the last place you'd find her)
Been ridin' all around the world, seen so many faces (Well, well, well)
But I'm always lookin' for love in all the wrong places (Ooh-ooh-oooh, yeah)
Been ridin' all around the world, seen so many faces (Backstage girl)
But I'm always lookin' for love in all the wrong places