[Verse 1]

Laugh at the way I would try

Can't stand enough

You were always looking down on me

And I don't know why

And I don't know why

Can't help but look away

[Chorus]

Take down the rest of the night

(You rest the night off)

I locked on to nothing

That would make me feel alright

But I always try

(Over again)

And I don't know why

And I let it fade away

[Verse 2]

I can't forget anything

(I always try to)

The words you would tell me

That would make me feel alright

But I always cry

(Tears every night)

And I don't know why

And you always looked away

[Chorus]

Take down the rest of the night

(You rest the night off)

You locked onto something

That would make you feel alive

But it never stays

(You're still away)

No, it never stays

And I let it fade away