I'll always remember
It was late afternoon
It lasted forever
And ended too soon
You were all by yourself
Staring up at a dark, gray sky
And I was changed

In places no one would find
All your feelings so deep inside
It was then that I realized
That forever was in your eyes
The moment I saw you cry

It was late in September
And I'd seen you before
You were always the cold one
But I was never that sure
You were all by yourself
Staring up at a dark, gray sky
I was changed

I wanted to hold you
I wanted to make it go away
And I wanted to know you
I wanted to make your everything all right
I'll always remember
It was late afternoon

In places no one would find
All your feelings so deep inside
It was then that I realized
That forever was in your eyes
The moment I saw you cry

I'll always remember
It was late afternoon
It lasted forever
And ended too soon
You were all by yourself
Staring up at a dark, gray sky
And I was changed

In places no one would find
All your feelings so deep inside
It was then that I realized
That forever was in your eyes
The moment I saw you cry