[Verse 1: Ryan Miller]
You were almost kind, you were almost true
Don't let me see that other side of you
You have learned in time that you must be cruel
I'll have to wait to get the best of you

[Chorus: Miller]
Poisoning everything you say
Don't you, don't you
Wonder what difference does it make
Either way

[Verse 2: Miller & Adam Gardner/Miller]
You were almost kind, you were almost true
Why give away that other side of you
Happens every time, so it must be true
Step on a kid, he'll grow up hating you

[Chorus: Miller & Gardner/Miller]
Poisoning everything you say
Don't you, don't you
Wonder what difference does it make
Either way

[Bridge: Gardner/Miller]
Were you ever kind, were you always cruel
Who's ever seen that other side of you
(Either way)
Happens every time, so it must be true
Where did you learn it's either him or you
[Verse 3: Miller & Gardner/Miller]
You were almost kind, you were almost true
Why give away that other side of you
You have learned in time that you must be cruel
I'll have to wait to get the best of you

[Chorus: Miller & Gardner/Miller]
Poisoning everything you said
Don't you, don't you
Wonder what difference does it make
Either way

[Outro: Miller]
Either way