Lyrics by Lorenz Hart, music by Richard Rodgers
Lyrics published on The Complete Lyrics of Lorenz Hart
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Introduced by Jack Haley, Shirley Ross, and ensemble.
"Developed" by Shirley Ross, Janet Fox, Lee Dixon, Robert Chisholm, Eva Condon, Robert Stanley , and company.
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VERSE

 ZACK: 

When the light is gloomy ,
Chills go running through me,
Funny thoughts come to me,
I'd like to hide my head.
 
SANDY: 
You're a nervous fellow,
And I'm twice as yellow,
I'm all set to bellow,
Please let me go to bed.

REFRAIN 1

SANDY: 
I'm afraid of rats and mice,
I'm afraid of snow and ice,
I'm afraid of reading scary tales,
Even of fairy tales.
I'm afraid of rain and fogs,
I'm afraid of touching frogs,
I'm afraid of counting sheep at night
'Cause sheep can scare me too.

Afraid of cops,
Afraid of crooks,
Afraid of germs,
Afraid of worms you put on hooks.

I'm afraid of Fu Manchu, 
And of tigers in the zoo,
But most of all I'm afraid I'll fall
For a horrible thing like you.

REFRAIN 2

ZACK: 
I'm afraid of rats and mice,
I'm afraid of Fanny Brice,
I'm afraid to see spectacular
Movies like Dracula
I'm afraid of catching cold,
I'm afraid of growing old,
And I even fear the sight of geese,
'Cause I get gooseflesh, too.
 
Afraid of cow,
Afraid of bull,
And I take care my underwear
Is made of wool.

I'm afraid of trained seals, too,
When their aim is clear and true,
But most of all I'm afraid I'll fall
For a beautiful sap like you.
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