(Tom Petty, Mike Campbell)

I remember you so clearly
The first one through the door
I return to find you drifting
Too far from the shore

I remember feeling this way
You can lose it without knowing
You wake up and you don't notice
Whcih way the wind is blowing

(Chorus)
Don't fade
Don't fade on me

You were the one who made things different
You were the one who took me in
You were the one thing I could count on
Above all you were my friend

(Chorus)

Well your clothes hang on a wire
And the sun is overhead
But today you are too weary
To even leave your bed

Was it love that took you under?
Or did you know too much?
Was it something you could picture?
But never could quite touch?

(Choru