if i could've been
you're greatest memory
and your closest friend
the one who saw in you
a beauty within

that kind of beauty that just
haunts you in your sleep
and gets you in too deep

i should have known
when you drove me home
i should have known

CHORUS
now i'm only second best
well that's good enough i guess
i can find a way to fit in with the rest
if it's how the story goes

if i never thrived
upon the mystery
i saw in your eyes
each time you looked at me
the way you would die

each time you fell for me
but falling's just too far
when loving get's too hard

well now i know
please don't drive me home
yeah, now i know

CHORUS

CHORUS 2
now i'm only second best
but i'm not settling for less
i won't ever simply fit in with the rest
this is how the story goes
another woman steels the show
i could have stayed but now i know
i'll take my second best and go