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On The Down Low
Brian McKnight Lyrics


Jump to: Overall Meaning ↴  Line by Line Meaning ↴

Maxine was 5'9''
Had a man, and she didn't mind
Walked up to me nice and slow
What she wanted
I did not know
Gave me her pager number
And said call her "anytime"
Then she whispered in my ear

[Chorus]
She said
My body wants you so
For what I miss at home
Nobody has to know
Keep it
On the down and low
She said
My body wants you so
For what I miss at home
Nobody has to know
Keep it
On the down and low

She says that he
Doesn't take her anywhere
Used to say sweet things
Acts like he doesn't even care
He thinks that she's content
'cause he buys her cars
And he pays her rent
But she's not ready to leave
She turned and said to me

[Chorus]

I wouldn't treat you that way
If you were my lady
I wouldn't share you
You'd be mine and mine alone, oh yeah
If he continues wastin' your time
Girl, he's crazy
I'll take her
(Got to get down and low)

Maxine looked into my eyes
Wanted me to be the other guy
'cause tonight she's needin' someone to hold
Lonely nights can be, oh, so cold
Deprived of all the things
She misses, wants, wishes, and needs
Got hotter than a hundred an' three
She turned and said to me

[Chorus: Repeats]

Overall Meaning

The lyrics of Brian McKnight's song "On The Down Low" narrate a story about a woman named Maxine who is unhappy in her current relationship and wants to have an affair with the singer. Maxine approaches the singer and gives him her pager number, telling him to call her "anytime." She reveals that she wants him physically and emotionally while keeping their affair discreet and on the down low. Maxine explains her relationship with her man and how he does not appreciate her or satisfy her needs. Although Maxine is not ready to leave her man, she desires intimacy with the singer because she feels unfulfilled and alone.


The singer responds to Maxine's advances by expressing his disapproval of her situation with her man. He tells Maxine that if she were his lady, he would not treat her that way or share her emotionally and physically with another man. The singer offers Maxine a way out by encouraging her to leave her man and be with him instead. Maxine, however, chooses to have an affair with the singer, as she is unable to leave her man yet knows that she deserves more than what she is getting.


Line by Line Meaning

Maxine was 5'9''
The song's protagonist meets a woman named Maxine who is 5 feet and 9 inches tall.


Had a man, and she didn't mind
Maxine was already in a relationship, but didn't seem to be bothered by pursuing a potential affair.


Walked up to me nice and slow
Maxine approached the singer with a confident stride and demeanor.


What she wanted
The artist was unaware of Maxine's intentions upon their initial meeting.


I did not know
The artist was uncertain about Maxine's intentions and desires for him.


Gave me her pager number
Maxine shared her contact information, suggesting she was interested in further communication with the singer.


And said call her "anytime"
Maxine emphasized that the singer could reach out to her whenever he wanted.


Then she whispered in my ear
Maxine leaned in and spoke softly to the artist in a flirtatious manner.


She said
Maxine began to reveal her true intentions to the artist.


My body wants you so
Maxine expressed her physical attraction to the artist.


For what I miss at home
Maxine implied that she was unfulfilled in her current relationship and desired something more meaningful from the singer.


Nobody has to know
Maxine requested that their potential affair remain a secret and not be disclosed to anyone else.


Keep it
Maxine emphasized the importance of discretion.


On the down and low
Maxine asked the singer to keep the affair a secret and be discreet about their interactions.


She says that he
Maxine revealed details about her current partner to the singer.


Doesn't take her anywhere
Maxine's current partner fails to engage in activities or outings with her.


Used to say sweet things
Maxine's current partner used to express his affection for her but stopped doing so over time.


Acts like he doesn't even care
Maxine's current partner appears to be indifferent to her wants and needs.


He thinks that she's content
Maxine's partner wrongly assumes that she is satisfied with the material possessions and monetary support he provides.


'cause he buys her cars
Maxine's partner gifts her cars in an attempt to keep her satisfied.


And he pays her rent
Maxine's partner covers her housing expenses in an attempt to keep her satisfied.


But she's not ready to leave
Despite her dissatisfaction, Maxine is not yet prepared to end her current relationship.


She turned and said to me
Maxine continued to confide in the singer.


I wouldn't treat you that way
The artist offered an alternative approach and indicated that he would not treat Maxine the way her current partner does.


If you were my lady
The singer suggested that he would prioritize Maxine and treat her as his significant other.


I wouldn't share you
The singer suggested that he would not involve other people in his relationship with Maxine.


You'd be mine and mine alone, oh yeah
The singer expressed his desire for an exclusive relationship with Maxine.


If he continues wastin' your time
The artist acknowledged that Maxine's current partner is not treating her properly and advised her to move on.


Girl, he's crazy
The artist declared that Maxine's partner is irrational and unreasonable.


I'll take her
The singer expressed his willingness to be with Maxine and help her move on from her current relationship.


(Got to get down and low)
The chorus repeats, emphasizing the importance of discretion and secrecy in their potential affair.


Maxine looked into my eyes
The song's protagonist and Maxine continued to make eye contact and share a connection.


Wanted me to be the other guy
Maxine desired the artist to be her secret lover while she maintained her current relationship.


'cause tonight she's needin' someone to hold
Maxine expressed her desire for physical affection and intimacy.


Lonely nights can be, oh, so cold
Maxine reveals that she feels deprived of intimacy and connection in her current relationship.


Deprived of all the things
Maxine expressed a sense of lack and dissatisfaction in her current relationship.


She misses, wants, wishes, and needs
Maxine is unfulfilled in several aspects of her life and desires more than what she currently has.


Got hotter than a hundred an' three
Maxine became increasingly passionate and tempting in the moment.


She turned and said to me
Maxine revealed her continued desire for the singer.




Lyrics © Universal Music Publishing Group
Written by: BRIAN KELLY MCKNIGHT

Lyrics Licensed & Provided by LyricFind

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