Released: October 28, 1999

Featuring: H.E.A.T.

Songwriter: 2Pac Soulshock Karlin E.D.I. Mean Young Noble

Producer: Soulshock & Karlin 2Pac

[Produced by 2Pac and Karlin & Soulshock]

[Intro: 2Pac & H.E.A.T.]
I feel you (uhh), baby don't
But you can't, you can't give up
(H.E.A.T., 2Pac with, Outlawz!)

[Hook: 2Pac & H.E.A.T.]
Baby don't cry! I hope you got your head up (Outlawz)
Even when the road is hard, never give up!
Baby don't cry! I hope you got your head up
Even when the road is hard, never give up! (Keep ya head up)

[Verse 1: 2Pac]
Now here's a story 'bout a woman with dreams
So picture perfect at 13, an ebony queen
Beneath the surface it was more than just a crooked smile
Nobody knew about her secret so it took a while
I could see a tear fall slow down her black cheek
Sheddin' quiet tears in the back seat; so when she asked me
"What would you do if it was you?"
Couldn't answer such a horrible pain to live through
I tried to trade places in the tragedy
I couldn't picture three crazed niggas grabbin' me
For just a moment I was trapped in the pain
Lord, come and take me
Four niggas violated, they chased and they raped me
Even though it wasn't me, I could feel the grief
Thinkin' with your brains blown that would make the pain go
No! You got to find a way to survive
‘Cause they win when your soul dies

[Hook: 2Pac & H.E.A.T.]
Baby please don't cry!, you got to keep your head up
Even when the road is hard, never give up!
Baby don't cry!, you got to keep your head up
Even when the road is hard, never give up!
(Baby don't cry!) baby don't cry!, I hope you got yo' head up
Even when the road is hard, never give up! (keep ya head up)
Baby don't cry!, I hope you got your head up (never give up)
Even when the road is hard, never give up!
Baby don't cry…

[Verse 2: Edi Amin]
Forget him, girl, he ain't gon' never change
I ain't no hater but that nigga lost in the game
After the bright lights and big thangs
He probably could love you, but he in love with the struggle
Everyday, his mind on gettin' mo'
And never your feelings, he's chasin' millions for sho'
Uh oh, now you 'bout to have his baby?
Another wild-ass nigga that's gon' drive you crazy
You got too much mo' livin' to do – I'm spittin' this to you
‘Cause you deserve more than what he givin' to you
Beautiful, black, precious, and complicated
A new millennium dime piece, so fine she
Got 'em all stuck standin' still when she come through
Baby, take a little mo' time, love'll find you
And sho' as the sky's blue somebody other than me
Gon' give you everythin' you need, feel me? (Don't cry-ahh…)

[Hook: 2Pac & H.E.A.T.]
(Baby don't cry!) baby don't cry!, you got to keep your head up
Even when the road is hard, never give up!
(Baby don't cry!) baby don't cry!, you got to keep your head up
Even when the road is hard, never give up! (you'll be alright)
(Baby don't cry!) baby don't cry!, I hope you got your head up
Even when the road is hard, never give up! (keep ya head up)
(Baby don't cry!) baby don't cry!, I hope you got your head up (never give up)
Even when the road is hard, never give up! (no no.. ohhhh)
Baby don't cry…

[Verse 3: Young Noble]
I'm tryin' to do all that I can
From jump, now you losin', you was choosin' the wrong man
Dealt the wrong hand, you was young and beautiful
Lost and turned out, what you let that nigga do to you?
I knew her since elementary, she blew a kiss to me
Wrote me a note in crayon, wantin' to get with me
We was kids, now she got three kids
They see their father e'ryday, and they don't know who he is
Seen him last night, homie roll a E-class
Mad cheese in the stash, still a deadbeat dad
I bring her Pampers and food, just to stop through
But those ain't my seeds, nothin' really I could do
I feel pity for you, you ain't even his wife
Seventeen with three kids, locked down for life
Should've chose me, she 'bout to OD from the pressure
Hell nah, I won't let her (BABY..)

[Hook: 2Pac & H.E.A.T.]
(Baby don't cry!) baby don't cry!, you got to keep your head up
Even when the road is hard, never give up!
(Baby don't cry!) baby don't cry!, you got to keep your head up
Even when the road is hard, never give up!
(Baby don't cry!) baby don't cry!, I hope you got your head up
Even when the road is hard, never give up!
(Baby don't cry!) baby don't cry!, I hope you got your head up (never give up)
Even when the road is hard, never give up!
(Baby don't cry!) baby don't cry!, you got to keep your head up
Even when the road is hard, never give up!
(Baby don't cry!) baby don't cry!, you got to keep your head up
Even when the road is hard, never give up!
(Baby don't cry!) baby don't cry!, I hope you got your head up
Even when the road is hard, never give up! (keep ya head up)
(Baby don't cry!) baby don't cry!, I hope you got your head up (never give up)
Even when the road is hard, never give up! (no no.. ohhhh)
(Baby don't cry!) baby don't cry!..
(you'll be right)..
(Baby don't cry!) baby don't cry!, I hope you got your head up
Even when the road is hard, never give up! (keep ya head up)
(Baby don't cry!) baby don't cry!, I hope you got your head up (never give up)
Even when the road is hard, never give up!
Baby don't cry

[Outro: Edi Amin]
For all the ladies (Soulshock, Karlin)
Baby don't cry! Got to keep your head up
(Keep your head up)
Makaveli lives on (head up) aight?

2Pac & Outlawz

Outlawz is an American hip-hop group formed in 1995 by Tupac Shakur himself after his release from prison. The crew consisting of Tupac himself, Tupac’s half brother Mopreme (Komani), Kastro, Yaki Kadafi, Hussein Fatal, Napoleon, Moozaliny (Big Syke), Storm, E.D.I Mean, Young Noble, were mostly nicknamed after famed resistance leaders.

After Tupac’s death, things became unstable among the remaining members. Some of the members quit rap altogether, while 2 others died (Yaki Kadafi, Hussein Fatal)

The Outlawz, are still active today consisting of the 2 last remaining members, Young Noble and E.D.I Mean.