I remember you so clearly
The first one through the door
And I return to find you drifting
Too far from the shore

I remember feeling this way
You can lose it without knowing
You wake up and you don't notice
Which way the wind is blowing

Don't fade
No, don't fade on me

You were the one who made things different
You were the one who took me in
You were the one thing I could count on
Above all you were my friend

So, don't fade
Don't fade on me (don't do it)

Well your clothes hang on a wire
And the sun is overhead
But today you are too weary
To even leave your bed

Was it love that took you under?
Or did you know too much?
Was it something you could picture?
But never could quite touch?

Don't fade
No, don't fade on me

Said "Don't fade"
Hey, don't fade on me

Copyright: Gone Gator Music, Wixen Music Publishing
Writer(s): Michael W. Campbell, Tom Petty