don't you know I never kiss and tell
don't you know that I never would
don't you know that I never kiss and tell

there you were in my mind
you passed through from time to time
I got a picture in my head
blured images of a love thats dead
I walked away into the sun
I may have lost you but i still won

paint a picture set in stone
convince yourself that you'd rather be alone
if you could see all the beauty left in me
god it kills me sometimes

I walk away into the sun
I may have lost you but i still won
I walked away

in the back of my mind
I'm counting all the time
all the train cars
it will be forever you and me
counting trains cars

as we go our separate ways
the memories stay
I won't give out, I won't give out

in the back of my mind
I'm counting all the time
all the train cars
it will be forever you and me
counting trains cars

so I'm leaving you behind, leaving behind
in the back of my mind