Layin' in bed and I sleep in too late
I'm passing over and my life it can wait
I run so fast I sink in the ground
And nobody can see

When I come runnin' and I'm hearing you call
My head is shakin' and I can't think at all
I feel the ground all crumbling out
From right under my feet

Oh I see you there in my mind
But I never make it time
Something holds me back from behind
What has come between us?
Oh no...

Don't fade out
Don't fade out on me
Don't fade out
Don't fade out on me
Stay right here where
Love will always be

Talkin' in circles to myself in the dark
Can't get myself to say the things in my heart
I always find it never came out
Like I thought it would be

How can I tell you, how can I express?
How much I love you now, you never could guess
I feel the world is opening up
For nobody but me

Oh I see it there in my mind
Oh but I never say it in time
What's right there behind my eyes
What has come between us?
Oh no no

Don't fade out
Don't fade out on me
Don't fade out
Don't fade out on me
Stay right where our
Love will always be

Don't fade out
Dontcha fade out on me
Don't fade out
Don't fade out on me