You look me in the eyes, and I could not see your disguise
I followed every caution that I knew, but now it's no surprise
That you can only talk the talk
And now there's nothing left for me to do

And I will never hold my breath cause I will only suffocate
And while I'm waiting, time is wasting
And I can only do my best to put another to the test
And while I'm waiting, you're just fading away
[ Lyrics from: http://www.lyricsfreak.com/h/h2o/fading_20193587.html ]
You followed me around and picked my heart right off the ground
You made me wanna be a better me, and then you turned your back
As if our time was all an act, I guess there's nothing left for me to see

And I will never hold my breath cause I will only suffocate
And while I'm waiting, time is wasting
And I can only do my best to put another to the test
And while I'm waiting, you're just fading away

All I could see is what you wanted me to see
All I could hear is what you would never say
All I could do is just go on without you anyway
Anyway I can today, while you're fading away

And I will never hold my breath cause I will only suffocate
And while I'm waiting, time is wasting
And I can only do my best to put another to the test
And while I'm waiting, you're just fading away