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