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 ( cuz I need to know )
 I don't wanna 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