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Now those might be the saddest,
Big 'ol baby blues I ever seen.
How did I know, you'd been cryin'?
Baby, you got make-up runnin' down your cheek.
You're just a Queen lookin' for a crown,
Lost when you stumbled over some silly clown.

Take that frown,
Turn it upside down,
'Cause you never know who might be,
Fallin' in love with your smile.

A broken heart that's on the mend,
Takes a little time, I realise.
An' right now you wouldn't know,
True love if it looked you in the eye.
Girl, I did my best; I really tried to make you grin.
An' before I say goodbye, I'm gonna tell you again.

Take your frown,
Turn it upside down,
Oh, you never know who might be,
Fallin' in love with your smile.

[Instrumental Break]

Take your frown,
An' turn it upside down,
Oh, you never know who might be,
Fallin' in love with your smile.

Those might be the saddest,
Big 'ol baby blues I ever seen.

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