We never spoke a word
But every thought she had I heard from across the room
We were standing face to face
I couldn't find the words to say give me one more move
I don't even know her name
I guess foolish prides to blame

First Chrous:
Now I'm fall'n in love as she's walking away
and my heart won't tell my mind to tell my mouth what it should say
May have lost this battle, live to fight another day
Now I'm fall'n in love as she's walking away

Wise man next to me did say
bout the one that got away
"son i missed my chance
Don't you let regret take place
of the dreams you have to chase
ask her to dance.... go on son
you might fall down on your face

roll the dice and have some faith"

Second Chorus:
Don't be fall'n in love as she's walking away
when your heart won't tell your mind to tell your mouth what it should say
May have lost this battle, live to fight another day
Don't be fall'n in love as she's walking away

you might fall down on your face
roll the dice and have some faith

Third Chorus (and ending)
Don't be fall'n in love as she's walking away
when your heart won't tell your mind to tell your mouth what it should say
May have lost this battle, live to fight another day
Don't be fall'n..., fall'n... , fall in love.... as she's walking awaaaay