Released: September 11, 2001

Songwriter: Babyface

Producer: Babyface

[Scatting intro]

[Verse 1]
Called me up on a Friday night
When she knew that you'd be out with your girls
Said she always thought that I was fly
Me and her should maybe take a twirl
I told the girl no, no no
But she still came knocking at my door
I told her to go go home
But that made her even want me more

[Pre-Chorus]
And now she's busy trying to signify
That there was something going on between her and I
Well, that's the kinda shit that I won't dignify
With an answer, come on, how can you...

[Chorus]
How can you be down?
She ain't down for you
Don't be so naive, she's playing you
Why is she around?
Girlfriend, just ain't cool
Tried to take your man
Now she's taking you
You need to say no no no
Momma didn't raise no fool
You need to let her know know know
There'll be no more running games on you

[scatting]

[Verse 2]
Dropped by the crib early Tuesday night
'Cause she knew that you'd be away at school
Tried to seduce me with all kinda lies
Tried to make me think the worst of you
I told the girl, "No no no"
She dropped down and tried to give it a kiss
I told the B to go go home
Then she said "You gon' be sorry for this"

[Pre-Chorus]
And now she's out there trying to testify
That there was something going on between her and I
That's the kinda shit that I won't let get by
Don't she know that I'm grown, how can you...

[Chorus]
How can you be down?
She ain't down for you
Don't be so naive, she's playing you
Why is she around?
Girlfriend, just ain't cool
Tried to take your man
Now she's taking you
You need to say "No no no"
Momma didn't raise no fool
You need to let her know know know
There'll be no more running games on you

[Bridge]
Sometime your friends ain't what they seem
Want all your hopes and dreams
And they will do just 'bout, sh*t, anything
Whatever it's gonna take to bring you down, see
Give 'em an inch, they'll take a mile
Knife in your back all with a smile
Don't be surprised when they clean out your house
Better not bring no stray dogs home

[Chorus]
How can you be down?
She ain't down for you
Don't be so naive, she's playing you
Why is she around?
Girlfriend, just ain't cool
Tried to take your man
Now she's taking you
You need to say no no no
Momma didn't raise no fool
You need to let her know know know
There'll be no more running games on you

How can you be down?
She ain't down for you
Don't be so naive, she's playing you
Why is she around?
Girlfriend, just ain't cool
Tried to take your man
Now she's taking you
You need to say no no no
Momma didn't raise no fool
You need to let her know know know
There'll be no more running games on you

How can you be down?
She ain't down for you
Don't be so naive, she's playing you
Why is she around?
Girlfriend, just ain't cool
Tried to take your man
Now she's taking you
You need to say no no no
Momma didn't raise no fool
You need to let her know know know
There'll be no more running games on you

Babyface

Kenneth “Babyface” Edmonds (born April 10, 1959 in Indianapolis, Indiana) is a Grammy Award-winning producer, singer, and songwriter responsible for a string of hits in the 1980s and 1990s. He has written and produced more than 20 number-one hits and won 11 Grammys—including three for Producer of the Year—for his work with Boyz II Men, Whitney Houston, Eric Clapton, Alicia Keys, and Toni Braxton, as well as his own work as an artist.

Babyface got his nickname from funk legend Bootsy Collins after joining his backing band in the 1970s. He joined the group Manchild in the late ‘70s—a group that also included his frequent collaborator Daryl Simmons—before moving out West and working with the group The Deele in the early 1980s, forming a bond with his bandmate and future production partner L.A. Reid. After producing the hit “Two Occasions” for The Deele, L.A. & Babyface broke off and became one of the biggest superproducer duos in R&B, rivaling the hits of fellow superproducer duo Jimmy Jam & Terry Lewis.

L.A. & ‘Face had their hands in a string of #1 R&B hits in the late '80s and early '90s from artists such as Pebbles (“Girlfriend”), Karyn White (“Superwoman”), The Whispers (“Rock Steady”), Johnny Gill (“My, My, My”) and many more. They were also instrumental in the success of post-New Edition era Bobby Brown as they produced his #1 hits “Don’t Be Cruel,” “Every Little Step,” “On Our Own,” and “Humpin' Around.” They made history with Boyz II Men in 1992 as they wrote and produced “End of the Road,” which spent a record-breaking 14 consecutive weeks atop the pop chart.