you look me in my eyes, and i could not see your disguise 
i followed every caution that i knew, but now it's no surprise
that you can only talk the talk and now there's nothing left for me to do 

i will never hold my breath cause I will only suffocate
and while i'm waiting , time is wasting 
and i can only do my best to put another to the test 
and while im waiting, you're just fading away 

you followed me around and picked my heart up off the ground 
you made me wanna be a better me, and then you turned you back 
as if our time was all an act, i guess there's nothing left for me to see 

i will never hold my breath cause I will only suffocate
and while i'm waiting , time is wasting 
and i can only do my best to put another to the test 
and while im waiting, you're just fading away 

all i could see is what you wanted me to see 
all i could hear is what you would never say 
and all i could do is just go on without you anyway anyway
i can today while you're fading away 

i will never hold my breath cause I will only suffocate
and while i'm waiting , time is wasting 
and i can only do my best to put another to the test 
and while im waiting, you're just fading away