I took a walk out to the station
Caught a train ride to our location
Wanted you to know that times are changing
The same street signs but different faces

We were only seventeen
We didn't know what life would bring
Now you're doing what you wanted
You got everything but you're brokenhearted

Grace
Whatcha doing out in the night?
Whatcha doing out in the rain?
Will you ever surrender?
Your mama says that you're caught up in the fame

Remember how we used to like the same things?
Van Doren shoes and faded blue jeans
Sneaking out of the house for a late-night movie
Smoke cigarettes, sit around and daydream
Turning up the stereo without a care in this whole world
Always laughing, never crying
It must be bad 'cause you're always hiding

Grace
Whatcha doing out in the night?
Whatcha doing out in the rain?
Will you ever surrender?
Your mama says that you're caught up in the fame

It's the loneliest place to be
And it's never gonna set you free
Hope you always remember
That when you're down you can still come talk to me

I know it hurts, I know you don't believe
That you'll ever be happy, oh happy
But you'll find out in the end
That fame is a lover but it's not a friend
And it's lonely
So what's it gonna be?

Grace
Whatcha doing out in the night?
Whatcha doing out in the rain?

Oh, Grace
Whatcha doing out in the night?
Whatcha doing out in the rain?
Don't know that
Your mama says that you're caught up in the fame

It's the loneliest place to be
And it's never gonna set you free
And when you're down
You know that you can still come talk to me

Oh yeah
You can still come talk to me
You can still come talk to me
You can still come talk to me