It's 3 A.M. and I've been thinking
What we're all about
I gotta tell you, I'm halfway
Between hope and doubt

Am I goin' overboard
Pushing just a little too hard?
Don't want to give it all away
But hey

I admit to being afraid
Falling hard and being played
My heart is saying just let go
But I don't know

Should I fall? Open up and give it all
Should I fall? Should I fall?
Don't know what I'll do
Should I fall for you?

There's a part of me saying take a chance
Tell you everything
Then the other side says be cool
Hold back something

I'm not into playing games
I'm hoping that you feel the same
I'd like to get close tonight
But only if it's right

Won't somebody tell me how
I'm supposed to hold back now?
Am I past the point of saying
Let's wait?

I've been holding back so long
What I feel can't be wrong
Once we start it'll be too late
And love will carry us away
Should I fall, baby? And you know it's true