written by: George & Lou Lou Rosenthal, & Justin Moreno

I hate you but when you hate me back 

I don't want to hate you any more

I don't want you to stay away from me 

but I want to stay away from you

I'm not scared of losing you 

but I'm scared about you losing me

I hope you fall but be sure that 

you don't pull me with you

Don't tell, don't cry

Just smile back and lie

Don't tell, don't cry

Just smile back and say you're fine

I'm not afraid to tell you what 

I've been feeling for so long

I'm just scared you'll cry 

and run away to tell your mom

Come you spoiled little child 

and deal with things yourself

If you need someone to cry with you, 

you better go and find somebody else

Don't tell, don't cry

Just smile back and lie

Don't tell, don't cry

Just smile back and say you're fine

Don't run away now I can't see 

what you're upset about

Don't see how this whole ordeal 

could've meant so much to you 

Just shut up and quit your whining, 

wipe your tears and pick it up

It's hard for me to see 

just what's the whole big deal’s about 

Don't tell, don't cry

Just smile back and lie

Don't tell, don't cry

Just smile back and say you're fine

You've got so many friends 

so why's it hard to sacrifice a few

I didn't even know I really 

meant that much to you

If I had known we might've 

had a chance to be good friends

But you never really showed it 

now I guess this is the end

Don't tell, don't cry

Just smile back and lie

Don't tell, don't cry

Just smile back and say you're fine