I wasn't going to say anything to you
because I really don't know what i felt just then.
When you looked my way
and I choked on my words,
and the butterflies started all over again.
Till, seconds later, you looked away
and eventually I could breathe again.
But since I'm up so late at night.....
I think I'll go ahead and give it a try.

I wasn't going to say anything to you
because I knew you'd never really understand,
what it's like to practice the conversation in my head
because I really don't know how to talk to you.
And then to fail miserably, as always,
because I can never really relax with you
and I can never find the right thing to say.
But since I'm up so late at night.......
I can try to make you see things my way.

I wasn't going to say anything to you
because though I hoped that I'm not alone in this
and that this freaks you out as much as it does me,
I didn't want you to know that I care
and that I sometimes stare at the back of your head
to see if I can eventually figure out
what it is about you that keeps my head in the clouds.
I didn't want to bare my soul
and have you break me when you say no.
But since I'm up this late at night........
not saying anything just wouldn't feel right.