Intro: 
 
DDUD    U(change chords as you make the transition from Down stroke to up stroke)  
 G   C9  (pause) repeat x2 
DDU DDDUDU 
 G   C9   repeat x4 with only 1 down stroke on the C9 on the last set 
 

Verse: Adlib strumming for 
D and first C9 , 
then the same strumming as the   

second part of the intro 
D                C9                                 G C9 G C9 
  She says it's cold outside and she hands my raincoat... 
 
repeat x3 
 
Part before the Chorus: adlib strumming 
 

         D                       C9    
And she only sleeps when its raining 
         D                           C9 
And she screams, and her voice is straining... 
 
Chorus:  

         DDUDU  D    DDUDUD   D            DDUDU  D   DDUDU 
Strumming: G    D    C9    D x3 and then Em    D   C9 
              
               G    D   C9 
And shes says baby,              
      D              G    D    C9  
it's 3 AM I must be lonely  
  D                G   D   C9 
Yeah and she says baby 
              D                        Em   D C9 
Well I can't help but be scared of it all sometimes 
(dont play) 
And the rain's gonna wash away I believe it 
 
Repeat second part of intro 
 
Verse 2: like verse 1 
 
Chorus  
 
Second part of intro 
 
Verse 3: like verse 1 
 
Chorus x2 to the end 
 
 
Lyrics: 
 
Verse 1: 
 
She says it's cold outside and she hands me my rain coat 
She's always worried bout' things like that 
She says it's all gonna end and it might as well be my fault 
And she only sleeps when it's raining 
And she screams, and her voice is straining 
 
Chorus 
 
She says baby 
It's 3 am and I must be lonely 
Well she says baby 
Well I can't help but be scared of it all sometimes 
And the rains gonna wash away, I beleive in this 
 
Verse 2:  
 
Well she's got a little bit of something, god it's better than nothing 
In a color portrait world where she believes that she's got it all hung 
She swears the moon don't hang quite as high as it used to 
She only sleeps when it's raining 
And she screams, and her voice is straining 
 
Chorus 
 
She says baby 
It's 3 am and I must be lonely 
Well she says baby 
Well I can't help but be scared of it all sometimes 
And the rains gonna wash away, I beleive in this 
 
Verse 3:  
 
She believes that life isn't made up of all that it used to 
And the clock on the wall has been stuck at 3 for days and days 
She thinks that happiness is a mat that sits on her doorway 
But outside, it stops raining 
 
Chorus 
She says baby 
It's 3 am and I must be lonely 
Well she says baby 
Well I can't help but be scared of it all sometimes 
And the rains gonna wash away, I beleive in this 
 
Yeah, well it's 3 am I must be lonely (I must be lonely) 
She says baby, well I can't help but scared of it all sometimes...