The ticking gets louder
as it racks up with distance
but as you speak it goes faint
for you bring me out of reality
and into a dream

Hurt its my heart
when i must tell you its late
for now the clock is staring into me
i turn away
never do i want to leave this place
for we created it
you and me

It's hard to say good-bye
when all i want to do is talk all night
and fall away into a deep dream

Words are hard to speak
it's midnight
all means so much
we could think of a million things
but the time ticks on

The past goes ticking away
futher away in time
it grows fainter
into a dull whisper

you amaze me
with you words
and the sound of your voice
i could listen forever
if it was my choice

how could i ever part
for the ticking goes on
along with the beating of my heart
which beats for you
and louder with every step.

I could talk all night
but it's midnight