[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