Released: November 23, 1997

Songwriter: Brian Yale John Joseph Stanley John Leslie Goff Rob Thomas

Producer: Matt Serletic

[Verse 1]
She said, "It's cold outside" and she hands me a raincoat
She's always worried about things like that
She said, "It's all gonna end and it might as well be my fault"

[Refrain]
And she only sleeps when it\`s raining
And she screams, and her voice is straining

[Chorus]
And she says, "Baby, it's three AM, I must be lonely"
And she says, "Baby, well, I can't help
But be scared of it all sometimes
And the rain's gonna wash away, I believe this"

[Verse 2]
She's got a little bit of something, God, it's better than nothing
And in her color portrait world she believes that she's got it all
She swears that the moon don't hang quite as high as it used to

[Refrain]
And she only sleeps when it's raining
And she screams and her voice is straining

[Chorus]
And she says, "Baby, when it's three AM I must be lonely"
Well, heaven she says, "Baby, well, I can't help
But be scared of it all sometimes
And the rain's gonna wash away, I believe this"

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

[Chorus (Extended)]
And she says, "Baby, It's 3 am I must be lonely"
Well, heaven she says, "Baby, well, I can't help
But be scared of it all sometimes
And the rain's gonna wash away, I believe this"
Well, it's three AM, I must be lonely
Well, heaven she says, "Baby, well, I can't help
But be scared of it all sometimes"

Matchbox Twenty

Upon the release of their debut album, Yourself or Someone Like You, in fall 1996, Matchbox Twenty was pigeonholed as one of the legions of post-grunge guitar bands that roamed the American pop scene in the middle of that decade. As their first single, “Push,” climbed the charts, it was widely assumed (at least by cynical critics) that they were a one-hit wonder, but Yourself or Someone Like You continued to spin off singles well into 1998. By that time, the group’s blend of ‘70s arena rock and early-'90s American alt-rock – closer to Pearl Jam and maybe R.E.M. than Nirvana – had become the sound of mainstream American rock. That transition slipped underneath the radar of many pop music critics and fans. Yourself or Someone Like You sold millions of copies without ever truly dominating the charts – by 1998, it had gone platinum five times; by 2000, ten times. At no time did the record top the charts, but it was always around, a staple of modern rock, adult alternative, and Top 40 radio alike. Matchbox Twenty was omnipresent because they managed to blend the structure and sentiment of '70s arena rock with '90s hard rock, thereby winning a large audience by seeming simultaneously classicist and modern. They were a little more classicist than modern, but that’s the reason why they became America’s most popular rock band of the late '90s – even if nobody quite realized they had achieved that status.

The de facto leader of Matchbox Twenty is lead singer and songwriter Rob Thomas. An Army brat born on a military base in Germany, Thomas spent much of his childhood between his mother’s house in Florida and his grandmother’s place in South Carolina. The stress of the constant movement spilled over into his schoolwork, and he dropped out of high school at the age of 17. He spent some time wandering around the Southeast, singing in a variety of rock bands before he made Orlando, Florida his home base. There, he met bassist Brian Yale and drummer Paul Doucette, and the three spent several years drifting through local bands before Matchbox Twenty officially formed. They rounded out the lineup with Adam Gaynor (rhythm guitar, vocals), who had previously worked at the Criteria Recording Studios in Miami, and Kyle Cook (lead guitar), a former student of the Atlanta Institute of Music.

The band hooked up with Collective Soul producer Matt Serletic and recorded a batch of demos, which helped the band secure gigs throughout the U.S. Soon, the band signed to Lava, a subsidiary of Atlantic Records, and recorded its debut, Yourself or Someone Like You, also with Serletic. The album was released in October 1996 to little attention, but Matchbox Twenty continued to tour America, cultivating a fan base. They eventually landed their single “Long Day” on several influential radio stations, which paved the way for their breakthrough hit, “Push.” In spring 1997, “Push” began climbing its way to the top of the modern rock charts, as it received heavy airplay from radio and MTV. By the summer, the single was in the modern rock Top Ten, and Yourself or Someone Like You had reached the album Top 40 and gone gold.