Was it out of the blue?
'Cause I swear I never knew it

When did you let your heart run free?
Have you been waiting long?
When did you fall in love with me?
When did you fall in love?

Make your way over here, sit down by this fool and let's rewind
Come on, let's go back and replay all our scenes
You could point out the hints, the clues, the twists
And the smiles this time, all the ones that slipped by me

I bet my face is red and you can hear my heart pounding
Well, I guess it don't matter now that I realize
'Cause baby, I missed it then but I can surely see you now
Right here before my eyes, you're my beautiful surprise

When did you fall in love with me?
Was it out of the blue?
'Cause I swear I never knew it

When did you let your heart run free?
Have you been waiting long?
When did you fall in love with me?
When did you fall in love?

Was it at the coffee shop?
Or was it that morning at the bus stop?
When you almost slipped and I caught your hand
Or the time we built the snowman?

The day at the beach, sandy and warm
Or the night with the scary thunderstorm?
I never saw the signs and we've got to make up for lost time
And I can tell now by the way that you're looking at me
I better finish this song so my lips will be free, yeah

Have you been waiting long?
When did you fall in love?
I kept you waiting so long

When did you fall?
Have you been waiting long?
When did you fall in love with me?
When did you fall in love?

Was it at the coffee shop
Or that morning at the bus stop?
I never saw the signs, no, no

'Cause I'm gonna fall, I'm gonna fall
I'm about to fall in love
And I need to know
When did you fall for me?

My lips will be free
My lips are free
My lips are free