Released: July 14, 2001

Songwriter: Ira Shickman Bryan Popin Chris Kirkpatrick Gary Brown

Producer: Roy “Royalty” Hamilton

[Intro: Justin]
Hey yeah, oh-oh, mmmh

[Verse 1: JC & Justin]
I don't know how, I don't know why
But girl, it seems you've touched my life
You're in my dreams, you're in my heart
I'm not myself when we're apart
Something strange has come over me
A raging wind across my seas
And girl, you know that your eyes are to blame
And what am I supposed to do
If I can't get over you?
I come to find that you don't feel the same

[Chorus: JC & All]
'Cause I'm falling, falling
Girl, I'm falling for you
And I pray you're falling too
I've been falling, falling
Ever since the moment I laid eyes on you

[Interlude: Justin & Chris]
Falling, falling, falling
When I laid eyes on you
Falling, falling, falling, yeah

[Verse 2: JC & Justin]
I lose my step, I lose my ground
I lose myself when you're around
I'm holding on for my life
To keep from drowning in your eyes, yeah
Girl, what have you done to me?
To make me fall so desperately
To think that I don't even know your name
No no, how am I supposed to live
If I can't get over this?
You decide that you don't feel the same, yeah

[Chorus: Justin & All]
'Cause I'm falling, falling
Girl, I'm falling for you
And I pray you're falling too
I've been falling, falling

[Bridge: Justin, JC & All]
(Falling)
Will you stay or will you go?
(Heaven)
Heaven knows what my future holds
(Questions)
Questions linger on my mind
(Day break)
From day break to dark of night
(I'm falling)
I don't know what's come over me

[Chorus: All & Justin]
Can't you see (can't you see)
That I'm falling, falling?
Girl, I'm falling for you
And I pray you're falling too, yeah
Falling, falling
Ever since the moment I laid eyes on you, oh-oh

*NSYNC

*NSYNC (sometimes stylized as ★NSYNC, formally stylized as ‘N Sync) was an American boy band formed in Orlando, Florida in 1995 and launched in Germany by BMG Ariola Munich. The group consisted of Justin Timberlake, J.C. Chasez, Chris Kirkpatrick, Joey Fatone and Lance Bass.

After heavily publicized legal battles with their former manager Lou Pearlman and former record label Sony BMG, the group’s second album, No Strings Attached, sold over one million copies in one day and 2.42 million copies in one week.

In addition to a host of Grammy Award nominations, *NSYNC has performed at the World Series, the Super Bowl and the Olympic Games, and sang or recorded with Elton John, Lisa ‘Left Eye’ Lopes, Aerosmith, Mary J. Blige, Britney Spears, Nelly, Michael Jackson, Phil Collins, Stevie Wonder, Céline Dion and Gloria Estefan.