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

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

It was late in september
And I've seen you before (and you were)
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

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

I wanted to hold you
I wanted to make it go away
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...

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