It's 3am - 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 going on 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