Wake up in the middle of the night, I can't sleep
Baby you're on my mind.
Glance at the clock and it's only 3:15,
Another restless night.
I got my hand on the dial, should I call, should I wait
Should I stop?
All I know is that it hurts so deep,
I can't get you out of my mind.

May be already too late for us,
But I can't just walk away.
Pickin' my knees when you look at me, that way...

I'm falling in deeper, I'm falling in
I'm falling in deeper, I'm falling in
I'm falling in deeper, gotta find a way to keep her
I'm falling in deeper again

Sit at the edge of my bed, honey [bad word] I could use a drink.
Hear on the radio, a sad song I know
It only makes me think
That here you're walking out that door,
Down the hall, to the car, couldn't stop.
All I know is that the pain's so deep,
I can't get you out of my mind.

I'm falling in deeper, I'm falling in
I'm falling in deeper, I'm falling in
I'm falling in deeper, gotta find a way to keep her
I'm falling in deeper again

It's maybe already too late for us,
But I can't just walk away.
I'm pickin' my knees when you look at me, that way...

I'm falling in deeper, I'm falling in
I'm falling in deeper, I'm falling in
I'm falling in deeper, gotta find a way to keep her
I'm falling in deeper again
[x2]