Stale, day-old, bagels on the counter,
a chance encounter;
everything gets old too soon.
Bitter tasting, sales wasting,
my pockets are empty, not full.

My new clothes are wearing down.
My shoes have fallen off my feet.
Hold on to me so I won't grow old.

You've always been the other boy, the ugly friend,
the butt of the jokes, my tagalong til the end.
You're not a third wheel, you're how I "keep it real".
You've always been a good friend to me,
the center of my tranquility.

Are those bats or ate they birds?
Are those sounds or are they words?
It does matter either way, because it's all the same.
The dull, warm, red, glow of a dusty light bulb fills this old empty room.

My new clothes are wearing down.
My shoes have fallen off my feet.
Hold on to me so I won't grow old.

You've always been the other boy, the ugly friend,
the butt of the jokes, my tagalong 'til the end.
You're not a third wheel, you're how I "keep it real".
You've always been a good friend to me,
the center of my tranquility.

And now the wheel is turning faster than ever,
I can't keep up, can you?
I'm growing older, staler, paler by the minute and I'm scared.
Where are you?