(Roger Cook, Bobby Wood)

Three o'clock in the mornin'
And it looks like it's gonna be another sleepless night
I've been listening to your dreams and gettin' very low
Wonderin' what I can do

Maybe I'm bein' foolish
'Cause I haven't heard you mention anybody's name at all
How I wish I could be sure it's me that turns you on
Each time you close your eyes
I've heard it said that dreamers never lie

You've been talkin' in you sleep
Sleeping in your dreams, with some sweet lover
Holdin' on so tight lovin' her the way
You used to love me
Talkin' in your sleep
With lovin' on your mind

Repeat Verse #2

'Cause (Repeat Verse #3)