1, 2, 3, 1, 2

It's 2:15 in the morning, and I'm still thinking 'bout you baby
I'm so frequently yawning, but I'm still thinking 'bout you baby
Heaven up above did so well on every bit of you baby
I think that I'm in love with every single bit of you baby

I don't know if I'll fall asleep tonight
When you won't, just won't get off my mind

Instead of counting sheep, I count the stars within your eyes
I wish that I could sleep, but those stars are way too bright
It's all about you, with or without you, if it wasn't I'd be fine
But the thing is, everything is, and I'll be awake all night

It's 4:15 in the morning, and it's still the same old story baby
Staring at the roof for hours, but I really don't find it boring baby
Paint my feelings on the ceiling, and it always turns to portraits of you
If my life's a box of chocolates, then fill it with assortments of you

'Cause I don't know if I'll fall asleep tonight
'Cause you won't, just won't get off my mind, yeah.

Instead of counting sheep, I count the stars within your eyes
I wish that I could sleep, but those stars are way too bright
It's all about you, with or without you, if it wasn't, I'd be fine
But the thing is, everything is, and I'll be awake all night

I'll be awake all night [x2]