[Verse 1]
It was almost ten till two
You and I had had a fight
I hadn't slept a wink since you
Rolled over and said goodnight

[Pre-Chorus]
I've heard it said two people in love
Should never go to bed mad
But they never said nothin €'bout going to bed
Feeling devastated and sad

[Chorus]
Well, you were lying fast asleep
While I was still up counting sheep
You said “€There's nothing more to say
And I'm too tired anyway”
You were lying fast asleep
While I was still up counting sheep
How can you sleep so peacefully
While I go over all the things you said to me?
While I go over all the things you said to me?

[Verse 2]
God, I hate it when wе fight
Did you mean the things you said?
They'rе gonna keep me up all night
Echoing inside my head
[Pre-Chorus]
Ooh, I've heard it said two people in love
Should never go to bed mad
Well, I'm not mad, baby, but how can I sleep
With a heart that's aching this bad?

[Chorus]
Well, you were lying fast asleep
While I was still up counting sheep
You said “€There's nothing more to say
And I'm too tired anyway”
You were lying fast asleep
While I was still up counting sheep
How can you sleep so peacefully
After all the things you said?

[Bridge]
And you're just an inch away
But it feels more like a mile
I was hoping you would stay
Awake for just a little while
Honey, we could work it out
Or at least give it a try
Sick of staring at the walls
I wanna stare into your eyes
[Chorus]
Well, you were lying fast asleep
While I was still up counting sheep
You said “€There's nothing more to say
And I'm too tired anyway”
You were lying fast asleep
While I was still up counting sheep
How can you sleep so peacefully
While I go over all the things you said to me?

[Outro]
You were lying fast asleep
While I was crying, trying not to make a pee