Don't ever leave me, she always said
That soft dependence went straight to his head
So he built his own life thinking she's around
Never planning on letting her down

But she's always changing like women do
And pretty soon she's finished up with school
She could never say why, as she slipped away
Just watch that distance growing everyday

So you don't love me
And you just can't play it
Just have the guts baby
To come out and say it

Come on girl why don't you set me free
Cause anyone can see you're as lost as me
There's no other place I'd rather be
Come on live with me
Come on live with me

He saw the same things looking in her face
He could tell he was losing the race
She's way beyond him and running scared
That the past's behind her is all she cared

She makes a new friend staying late at work
And he pays attention and helps her with the hurt
She hides the memories so her mind can mend
Never realizing she's lost a friend

But you still love me
And it pulls and tugs you
And you cry inside yourself
When he's up above you

(chorus)

She's on her own now and he's just confused
Both of them feeling like they've vaguely been  abused
He can still forgive her for the other guy
What he can't stand is just watching her die

(chorus)