(Dean Dillon, Leslie Satcher)

She was good at late night listening
When he'd call her on the phone
She was good to come and get him
When he couldn't make it home
She was good to make love to
And they did now and then
She was good to never ask
When he'd be back again

CHORUS:
She wasn't good enough for him
For his family or his friends
He kept her out there on a limb
Wouldn't let her go, wouldn't let her in
She wasn't good enough for him

She was there on his bad days
And for years he led her on
We all knew she had a bad case
He was doing her all wrong
She couldn't bring herself to do the right thing
Break it off and say goodbye
'Til she overheard him one night tellin'
Somebody on the side that

Repeat Chorus

She was good at late night listening
When he'd call her on the phone