The sun beats down upon my face
As I lie here sleeping
It's hard to tell if I'm awake
Or if I've been dreaming
These lingering thoughts that cloud my eyes
Fill my mind with more confusion
Are becoming more than I can take

-Chorus-
Fade away into the night
I watch the sun lay down before my eyes
A memory I've forgotten
I've forgotten now
Then, you fade away
I watch you fade away

The silver moon outlines your form
As you lie there sleeping
It's hard to tell what went wrong
What pieces were we missing?
I see your eyes, your face
I see you smiling
And, it brings me back again
All this madness now is covering me

-Chorus-
Fade away into the night
I watch the sun lay down before my eyes
A memory I've forgotten, I've forgotten
Fade away into something more
You walk away and close the door
I know you'll never be forgotten, be forgotten now

And, I cry at night when I think of how I hurt you
And, I hurt inside when I see the tears fill up in your eyes
I never thought that this could be
I'd find this perfect girl for me
But, deep inside I know I'm still not willing

-Chorus-