You better watch out, you better not cry Don't pout I'm telling you why I just came back from a lovely trip along the Milky Way I stopped off at the North Pole to spend the holiday I called on dear old Santa Claus, to see what I could see He took me to his workshop and told his plans to me So, you better watch out, you better not cry Better not pout I'm telling you why Santa Claus is coming to town (don't pout I'm telling you) He's making a list and checking it twice Gonna find out who's naughty and nice Santa Claus is coming to town (and he's watching) He sees you when you're sleeping He knows when you're awake He knows if you've been bad or good So be good for goodness sake Oh, you better watch out, you better not cry Better not pout I'm telling you why Santa Claus is coming to town (With little tin horns and little toy drums And rooty toot toots and rummy-tum tums) Santa Claus is coming to town Look at that crazy red suit (Curly-haired dolls that cuddle and coo And elephant guns and kiddie cars, too) Santa Claus is coming to town Ride, ride man ride He sees you when you're sleeping He knows when you're awake He knows if you've been bad or good So be good for goodness sake Oh, you better watch out, you better not cry Better not pout I'm telling you why (Santa) is coming to town (Oh, Santa) get rid of that frown 'cause Santa Claus is coming to town (don't pout, I'm telling you why) It's in the bag