It ain't in a high rise looking for a good time shutting down the city lights
It ain't in the water floating like a bobber soaking up that hot sunshine
As good as it gets, no that ain't where it is

It's at 2 a.m. when she's reachin' over
Faded t-shirt hanging off her shoulder
Dressed up, her hair down, in a ball cap
Yep yep, as long as I get that
Sweet little something late night kiss
On a plane or a train or way back in the sticks
I swear, if she's there, that's where
Yep yep, that's where it's at.

It ain't in a suped-up shiny red new [bad word]  if she ain't to my right
It ain't in a dive bar, tall can of PBR, poppin' tops rockin' all night
As good as it gets, no that ain't where it is

It's at 2 a.m. when she's reachin' over
Faded t-shirt hanging off her shoulder
Dressed up, her hair down, in a ball cap
Yep yep, as long as I get that
Sweet little something late night kiss
On a plane or a train or way back in the sticks
I swear, if she's there, that's where
Yep yep, that's where it's at.

No, it don't matter wherever we're at (no…)
No, it don't get no better than that

It ain't in a suped-up shiny red new [bad word] 
It's at 2 a.m. when she's reachin' over
Faded t-shirt hanging off her shoulder
Dressed up, her hair down, in a ball cap
Yep yep, as long as I get that
Sweet little something late night kiss
On a plane or a train or way back in the sticks
I swear, if she's there, that's where
Yep yep, that's where it's at.

Yeah, that's where it's at
Yep, yep
2 a.m. when she's reachin' over
Faded t-shirt hanging off her shoulder
(That's where it's at)