i been watching the traffic on the bridge
it's moving like your heavy eyes

did you pick up the habit? heard you did
hey kid, imagine my surprise
nobody told you you'd be worried like this

a balled up fist
hoping everything will be okay
are you shaking when you're making that list

of the people you'll miss
don't you start to feel afraid
to fade away?


saw you down by the water with your friends
sinking like the setting sun

i felt the street getting hotter like the end
of the barrel of the loaded gun
that you've been waving around and shooting all night

down the rusted, old pipes
full of blood that you call your veins
have you been wondering what the mirror looks like

when you shut out the light?
is it just a picture of your face
or does it fade away?


with all the photographs i keep in a box
there's a secondhand watch

and a matchbook where i wrote your name
i'm sure by now i'm just a dream you forgot
a number you lost

the melody you learned to play
while you fade away


i don't wanna fade away