(Shelly Peiken, Steve Kimland, Kennan Keating)

Up all night
With thoughts I can't escape from
All the things you said
It's a one-way street this dead-end situation
Keeps running through my head

Now the thrill's gone
You're moving on
You say you really love me
But you must be going
It's too bad
It's to (damn) sad
But not enough to make me want to cry
Somewhere there's a man who needs me
Not someone who runs and leaves me
Up all night
All those nasty games you're playin
Make me sick and tired of stayin
Up all night
Now I can't calm down
You got my senses reelin
How could you say good-bye
It's 4 a.m.
I'm starin at the ceiling
Can't seem to close my eyes
But I'll be fine
In time
I'll find another lover, boy
And you'll be sorry
I'll be alright
I'll sleep tight
Till the break of dawn
Chorus

I can think of better things to do
Countin stars
Instead of counting on you
There'll be someone in my life
To hold me close
When we're up all night
But I'll be fine
In time
I'll find another lover, boy
And you'll be sorry
I'll be alright
I'll sleep tight
Till the break of dawn

Chorus