Fountains of Wayne
Fading Fast
She had stars taped to her ceiling
They glowed for half an hour
I would try to save the feeling
Of that plastic moonlight power

And dreamed a world she created
A love unlocked from a secret past
And I thought I saw a good thing coming
But now it's fading fast

She was always starting something
To keep me on my guard
I was thinking this to nothing
For once it didn't seem so hard

And it's a low down, dirty kinda' feeling
A love that wasn't supposed to last
And I thought I saw a good thing coming
But now it's fading fast

Don't tell me I've been a fool
There are no rules to this game
And don't tell me I'm not alone
It fades away just the same

[Guitar Solo]
And I dreamed a world she created
A love unlocked from a secret past
And I thought I saw a good thing coming
But now it's fading fast

And I thought I saw a good thing coming
But now it's fading fast

[Outro]