Beneath the fog is a city I know too well, too well
And it melts like ice and it burns like hell
And the freeways always stopped at 6 o'clock
So we're leaving without you whether you like it or not, no, no, no

'Cause it's breaking me down, it's breaking me down
It's breaking me down, down, down, down, down
It's breaking me down, it's breaking me down
It's breaking me down, down, down, down, down

The wind blows the leaves off the trees
Another sign of spring bringing winter to its knees
And they say, the grass is greener on the other side
Well, I wanna know all about the darkness that lights your eyes 

It's breaking me down, it's breaking me down
It's breaking me down, down, down, down, down

And the change is so constant over me
Take me and show me who I need to be

So the asphalt, a little bit darker, helps you to remember 
When the rain fell, in sweet, sweet November
And be careful who you fall in love with 'cos someone somewhere won't approve
And the prettiest girls always seem to keep their eyes on you

'Cause you're breaking me down, you're breaking me down
You're breaking me down, down, down, down, down
You're breaking me down, you're breaking me down
You're breaking me down, down, down, down, down