D             Cadd9                          G       Cadd9  G  Cadd9
 She says it's cold outside and hands me her raincoat
D            Cadd9                     G   Cadd9  G  Cadd9
 She's always worried about things like that
D                   Cadd9                                 G       Cadd9  G  Cadd9
 Well, she says it's all gonna end and it might as well be my fault
        D                      Cadd9
And she only sleeps while it's raining
        D              Cadd9
And she screams and her voice is straining


[Chorus]
         G      D  Cadd9
She says baby
                     G      D  Cadd9
It's 3 AM, I must be lonely
             G      D  Cadd9
And she says baby
                                       Em
Well, I can't help but be scared of it all sometimes
       Cadd9
And the rain's gonna wash away, I believe it


[Interlude]
G   Cadd9     x4


[Verse 2]
D            Cadd9                                         G         Cadd9  G  Cadd9
 She's got a little bit of something, God it's better than nothing
D                 Cadd9                                         G     Cadd9  G  Cadd9
 And in her color portrait world she believes that she's got it all
D                       Cadd9                                G        Cadd9  G  Cadd9
 And she swears that the moon don't hang quite as high as it used to
        D                     Cadd9
And she only sleeps when it's raining
        D               Cadd9
And she screams, and her voice is straining


[Chorus]
             G      D  Cadd9
And she says baby
                     G      D  Cadd9
It's 3 AM, I must be lonely
               G      D  Cadd9
Well, she says baby
                                       Em
Well, I can't help but be scared of it all sometimes
        Cadd9
And the rain's gonna wash away, I believe this


[Interlude]
G   Cadd9    x9


[Verse 3]
     D                                           G         Cadd9  G  Cadd9
 She believes that life isn't made up of all that she used to
D                    Cadd9                             G        Cadd9  G  Cadd9
 And the clock on the wall has been stuck at three for days and days
D                Cadd9                               G          Cadd9  G  Cadd9
 She thinks that happiness is a mat that sits on her doorway, yeah
    D                    Cadd9
But outside it's stopped raining


[Chorus]
             G      D  Cadd9
And she says baby
                     G      D  Cadd9
It's 3 AM, I must be lonely
               G      D  Cadd9
Well, she says baby
                                       Em
Well, I can't help but be scared of it all sometimes
        Cadd9
And the rain's gonna wash away, I believe this

             G  Cadd9         G     Cadd9
Cause it's 3 A--M,  I must be lonely baby

G     Cadd9  G     Cadd9  G     Cadd9  G     Cadd9
Lonely baby, lonely baby, lonely baby, lonely baby