[Verse 1: Brian & Howie]
Remember when
We never needed each other
The best of friends
Like sister and brother
We understood
We'd never be alone
Those days are gone
Now I want you so much
The night is long
And I need your touch
Don't know what to say
Never meant to feel this way
Don't wanna be
Alone tonight

[Chorus: Howie & Brian, All]
What can I do
To make you mine?
Falling so hard
So fast this time
What did I say?
What did you do?
How did I fall
In love with you?
[Interlude: Nick]
Oooh-ooh yeah, oh-oh

[Verse 2: Brian & Howie]
I hear your voice
And I start to tremble
Brings back the child
That I resemble
I cannot pretend
That we can still be friends
Don't wanna be
Alone tonight

[Chorus: Howie & Brian, All]
What can I do
To make you mine?
Falling so hard
So fast this time
What did I say?
What did you do?
How did I fall
In love with you?

[Bridge: Brian & Howie]
Oh, I wanna say this right
And it has to be tonight
Just need you to know, oh-oh
I don't wanna live this life
I don't wanna say goodbye
With you I wanna spend
The rest of my life
[Chorus: Howie & Brian, All]
What can I do
To make you mine?
Falling so hard
So fast this time
What did I say?
What did you do?
How did I fall
In love with you?
What can I do
To make you mine?
Falling so hard
So fast this time

[Outro: Howie]
Everything's changed
We never knew
How did I fall in love with you?