[Verse 1]

It's 2:15 in the morning, and I'm still thinking about you baby

I'm so frequently yawning, but I'm still thinking about you baby

Heaven up above did so well on every bit of you baby

I think that I'm in love with every single bit of you baby

I don't know if I'll fall asleep tonight

When you won't, just won't get off my mind

[Chorus]

Instead of counting sheep, I count the stars within your eyes

I wish that I could sleep, but those stars are way too bright

It's all about you, with or without you, if it wasn't I'd be fine

But the thing is, everything is, and I'll be awake all night

[Verse 2]

It's 4:15 in the morning, and it's still the same old story baby

Staring at the roof for hours, but I really don't find it boring baby

Paint my feelings on the ceiling, and it always turns to portraits of you

If my life's a box of chocolates, then fill it with assortments of you

[Bridge]

Because I don't know if I'll fall asleep tonight

Because you won't, just won't get off my mind, yeah

[Chorus]

Instead of counting sheep, I count the stars within your eyes

I wish that I could sleep, but those stars are way too bright

It's all about you, with or without you, if it wasn't I'd be fine

But the thing is, everything is, and I'll be awake all night

[Outro]

I'll be awake all night

I'll be awake all night