Released: July 16, 2002

Songwriter: Doug Robb Dan Estrin

Producer: Jim Wirt

[Verse 1]
I don't want you to give it all up
And leave your own life collecting dust
And I don't want you to feel sorry for me
You never gave us a chance to be
And I don't need you to be by my side
To tell me that everything's alright
I just wanted you to tell me the truth
You know I'd do that for you

[Chorus]
So why are you running away?
Why are you running away?

[Verse 2]
I did enough to show you that I
Was willing to give and sacrifice
And I was the one who was lifting you up
When you thought your life had, had enough
And when I get close, you turn away
There's nothing that I can do or say
So now I need you to tell me the truth
You know I'd do that for you

[Chorus]
So why are you running away?
Why are you running away?

[Bridge]
Is it me? (Is it me) Is it you? (Is it you)
Nothing that (Nothing that)
I can do (I can do)
To make you (To make you)
Change your mind
Is it me? Is it you?
(Why do you run away won't you tell)
Nothing that I can do
Is it a waste of time?
(Why do you run away)
Is it me? Is it you?
Nothing that I can do
To make you change your mind, no

[Outro]
So why are you running away?
Why are you running away?
(What is it I have to say...)
So why are you running away?
(...to make you admit you're afraid?)
Why are you running away?