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Well, I was out cruisin', getting late and I was losing
When I saw you walkin' my way
So nonchalant, I bet you get what you want
So do I, and I ain't losing today
Well your hips were swinging and your jeans were clinging
You were driving me out of my mind
On a hot afternoon when there's nothing to do
You're not the sort of thing a fellow should find

So I pulled on over, you tossed your hair off your shoulder
As you turned and you looked my way
Ahh you would have died, you'd have skinned me alive
If I'd said what I wanted to say
So being polite, I said "Whatcha doin' tonight?"
You said "It just so happens I'm free"
You got all the right curves and all the right words
And that's all right by me

Chorus:

Oh Carol, you got me eatin' my heart away
You got me counting my nights and days
Oh I'm floating on the milky way
Oh Carol, nobody done it before
Oh baby you've opened the door
Oh Carol you can do it some more

Well if you're ready for this, when we started to kiss
She said "Hold on a minute or two"
Well naturally I knew it couldn't be me
I said "Babe, what's troublin' you?"
She said "I'm not sixteen, if you know what I mean"
So we sat and we talked for a while
When we finally kissed, you know she didn't resist
And I must say she did it with style

Chorus

Well, I was out cruisin', getting late and I was losing
When I saw you walkin' my way
So nonchalant, I bet you get what you want
So do I, and I ain't losing today

Chorus

Oh Carol, baby, you can do it some more