I'll always remember
It was late afternoon
It lasted forever
And ended so soon (yeah)
You were all by yourself
Staring 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've seen you before (and you were)
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

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
Cuz I wanted to know you
I wanted to make your everything, all right

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

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