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 would find
All your feelings so deep inside
It was then that I realized That forever was in your eyes
The moment I saw you cry

It was late 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, all right
I'll always remember...
It was late afternoon

(chorus x2)