[Produced by Tricky Stewart]

[Verse 1]
Now even though I try to play it off
I'm thinkin' 'bout you all day long
And I can't wait for shorty to come through
From your lips and back up to your eyes
My hands on your hips when we grind
I'm fantasizin' 'bout what I'm gon' do to you
Got me fiendin' for her love, can't lie
Man, you should see how she got me
Spendin' all this time with her
And I couldn't leave her if I wanted to
Her love turns men into fools
Tell me what a man is to do

[Chorus]
'Cause I can't breathe when you talk to me
I can't breathe when you're touchin' me
I suffocate when you're away from me
So much love you take from me
I'm goin' outta my mind
I can't breathe when you talk to me
I can't breathe when you're touchin' me
I suffocate when you're away from me
So much love you take from me
I'm goin' outta my mind
[Verse 2]
Whenever we up in this bed
And my fingers all in your hair
I wonder if you feel me watchin' you
'Cause I can't go a night without your lovin'
And got me lookin' at this phone
Every time it rings, I hope it's you, girl
Got me bracin' for your love
And I've fallen for you, I can't lie
I just wanna be with you
And, yes, she got me there, I said it
Somebody call the paramedics
Tell 'em to hurry up and come through

[Chorus]
'Cause I can't breathe when you talk to me
I can't breathe when you're touchin' me
I suffocate when you're away from me
So much love you take from me
I'm goin' outta my mind
I can't breathe when you talk to me
I can't breathe when you're touchin' me
I suffocate when you're away from me
So much love you take from me
I'm goin' outta my mind
[Bridge]
Don't ever leave me, girl
I need you inside my world
I can't go a day without you
And see, nobody else will ever do
I'll never feel like I feel with you

[Chorus]
'Cause I can't breathe when you talk to me
I can't breathe when you're touchin' me
I suffocate when you're away from me
So much love you take from me
I'm goin' outta my mind
I can't breathe when you talk to me
I can't breathe when you're touchin' me
I suffocate when you're away from me
So much love you take from me
I'm goin' outta my mind

[Outro]
Ooh, no, no, I can't breathe
Ooh, no, no, I can't breathe
Ooh, no, no, I can't breathe, ooh, no, no
Ooh, no, no, I can't breathe
Ooh, no, no, I can't breathe