You're moving up and I'm moving out.

You're growing up and I'm growing sideways.

Don't want to see who you used to see or be who you used to be.

I guess you're outgrowing me.

We both know that you're going places,

and I'm here with the same tired faces.

Our old haunts are still mine.

If I only kill time, I guess you're outgrowing me.

Never could keep up with you.

Never felt like I needed to.

And the worst part of all of it's knowing that you're proud of this.

Yeah, you're outgrowing me.

Won't be the first time you leave me in the dust.

Won't be the last time you leave me in the dust.