I'll always remember
It was late afternoon
It lasted forever
And ended 
too 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)
It was then that I realized
That forever was in your 
eyes
The moment I saw you cry

The 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 at a dark gray sky
I was changed

[Repeat 
*]

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

[Repeat 
*]