I'll always remember
it was late afternoon
It lasted forever
And ended so soon
You were all by yourself
Staring up at a dark gray sky
I was changed
Chorus
In places no one will 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


It was late in September
And I'd seen you before
You were always the cold one
But I was never that sure
You were all by yourself
Staring up at a dark gray sky
I was changed
Chorus

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