It's 3 am - and i'm lying here next to you

what cha gonna do?

will you tell a story - when he asks you where the hell

you've been

or will you tell the truth?



i ain't holdin' back - i know where i stand

i just want to be with you

ya gotta face the fact - baby i'm your man

i've gotta get it through to you

i'm fearless



you don't have to hide - you don't have to share half your

life

with some other guy

baby we're so strong - and it's been goin gone so long

it's time to make it right - want you to spend the night



i ain't holdin back - i know where i stand

i just want to be with you

ya gotta face the fact - baby i'm your man

i've gotta get it through to you

i'm fearless