I'll always remember
It was late afternoon
It lasted forever
And ended so soon (yeah)

You were all by yourself
Starin' up at a dark gray sky
I was changed

In places no one will find
All your feelings so deep inside
(Deep inside)
It was there that I realized
That forever was in your eyes
The moment I saw you cry

(Cry)
(The moment that I saw you cry)

It was late in September
And I'd seen you before
(And you were)
You were always the cold one
And I was never that sure

You were all by yourself
Starin' up at a dark gray sky
I was changed

In places no one will find
All your feelings so deep inside
(Deep inside)
It was there that I realized
That forever was in your eyes
The moment I saw you cry

And I wanted to hold you
I wanted to make it go away
I wanted to know you
I wanted to make your everything
Alright

I'll always remember
It was late afternoon
In places no one will find

(repeat chorus 2x and fade out)