You're all smiles and silly conversation
As if this sunny day came just for you
You twist your hair, you smile and you turn your eyes away
C'mon, tell me what's right with you
Now it dawns on me probably everybody's talkin'
And there's something here I'm supposed to realize
‘Cause your secret's out, and the universe laughs at it's joke on me
I just caught it in your eyes, it's a beautiful surprise

Chorus:
When did you fall in love with me?
Was it out of the blue
‘Cause I swear I never knew it
When did you let your heart run free?
Have you been waiting long?
When did you fall in love with me?
When did you fall in love?

Make your way over here, sit down by this fool, and let's rewind
C'mon, let's go back and replay all our scenes
You can point out the hints, the clues, the twists and the smiles this time
All the ones that slipped by me
I bet my face is red, and you can hear my heart poundin'
Well I guess it don't matter now that I realize
‘Cause baby I missed it then, but I can surely see you now
Right there before my eyes
You're my beautiful surprise

Chorus:

Was it at the coffee shop
Or that morning at the bus stop
When you almost slipped, and I caught your hand
Or the time we built the snowman
The day at the beach, sandy and warm
Or the night with the scary thunderstorm
I never saw the signs
Now we've got to make up for lost time
And I can tell now by the way that you're looking at me
I'd better finish this song so my lips will be free

Have you been waiting long, when did you fall in love
I kept you waiting so long, when did you fall
Have you been waiting long
When did you fall in love with me
When did you fall in love?