Baby I'm all alone in the dark 
Tonight as I hold you close 
I feel the distance here in your heart 
Now when I need you most 
I hear the tears in the words you once said 
There's a lil' bit less of you here everyday 

I feel you fading away (fading away) 
I feel you falling apart (I feel you falling apart) 
I see behind all the tears 
You won't let yourself cry  cry 
I see goodbye in your eyes 
In your eyes  in your eyes 

After the roses, after the rain 
Baby I'm holding on 
And you feel a million miles away 
Even here in my arms 
I see the sweetness of what used to be 
Becoming a part of my memories 

I feel you fading away 
I feel you falling apart (I feel you falling apart) 
I see behind all the tears 
You won't let yourself cry, cry 
I see goodbye in your eyes 

Baby, don't let go (don't let go) 
Tell me I'm wrong (tell me) 
I need to know ('cause I need to know) 
I don't want to believe what I see in your eyes 
That you're dreaming of leaving forever behind 

I feel you fading away 
And I feel you falling apart (I feel you falling apart) 
I see behind all the tears 
You won't let yourself cry, cry 
(I can feel you drifting) 
I see goodbye in your eyes 

In your eyes, in your eyes 
Goodbye, in your eyes