She says it's cold outside
And she hands me my raincoat
She's always worried about things like that

She says it's all gonna end
And it might as well be my fault

And she only sleeps when its raining
And she screams, and her voice is straining

And she says baby,
It's 3 AM I must be lonely
When she says baby,
Well I can't help but be scared of it all sometimes
She says the rain's gonna wash away I believe it

She's got a little bit of something,
God it's better than nothing
And in her color protrait world
She believes that she's got it all

She swears the moon don't hang
Quite as high as it used to

And she only sleeps when its raining
And she screams, and her voice is straining

And she says baby,
Well it's 3 AM I must be lonely
When she says baby,
Well I can't help but be scared of it all sometimes
She says the rain's gonna wash away I believe

She believes that life is made up
Of all that you're used to
And the clock on the wall has been
Stuck at 3 for days, and days
She thinks that happiness is the mat
That sits on her doorway
But outside its stopped raining

Yea yea
She says baby,
Well it's 3 AM I must be lonely
Yea when she says baby,
Well I can't help but be scared of it all sometimes
And the rain's gonna wash away I believe this

It's 3 AM I must be lonely
Yea when she says baby,
Well I can't help but be scared of it all sometimes