| G | G | Bm | Bm |
  Ooh..   ooh..
| G | G | Bm | Bm |
  Ooh..   ooh..

[Chorus]
          G
Baby it's 3:00 AM

Had You on My mind
                                  Bm
And it's not the first time We've gone through this
            G
Wanting You more and more
                                      | Bm | Bm |
I can't help but think of what We could be

                     G
(And baby if I could tell You)

Baby if I could tell You, if I could tell You
    Bm
How much I care, I'm in despair, Are You still there?
G                             Bm
 (Just tell Me) Just tell Me, how We can make this work?

How We can make this work?

(Bridge)
G
 'Cuz baby if I find a way, I'm sure of it this love won't stray
Bm
 Just give Me a chance to say, I love You And I need You
G
 Now are You here to stay, or fade away like every other day?
Bm                                | / |
 You're the reason that I lie awake

(Chorus)
          G
Baby it's 3:00 AM

Had You on My mind -
                                   Bm
And it's not the first time, We've gone through this
            G
Wanting You more and more
                                      | Bm | Bm |
I can't help but think of what We could be

                     G
(And baby if I could tell You)

Baby if I could tell You, if I could tell You
    Bm
How much I care, I'm in despair, Are You still there?
G                             Bm
 (Just tell Me) Just tell Me, how We can make this work?

How We can make this work?

| G | G | Bm | Bm |
| G | G | Bm | Bm |

| G | G | Bm | Bm |
  Ooh..   ooh..
| G | G | Bm | Bm | / |
  Ooh..   ooh..