Looking at the night time sky
Staring at the stars
counting all that we can see
Serenaded by the cars
clouded sky and rainy nights
full moon and sometimes none
I cherish counting stars with you
You are my only one

Making wishes on the shooting ones
Knowing what we see is gone
In the twinkle of an instant
Their light may now be done
In the darkness of a moon filled night
Lying, counting stars with you
It doesn't matter how high we get
we may even just see two


Imagine, if there's someone there
Counting stars, and we are one
That they look at and imagine
On the far side of the sun
thinking, what is going on
Way out there in space
counting stars, like I with you
brings a smile to my face

Lying here just holding hands
And counting stars we see
Just knowing that this point in time
belongs to you and me
counting some we do not see
A speck in outer space
Lying, counting stars with you
this is my favorite place