Written by Susanna Hoffs, David Baerwald, Jim Keltner, Greg Leisz, Larry Klein & David Kitay
Produced by Jack Joseph Puig & David Kitay
Released on 'Susanna Hoffs' (1996)

It was five o'clock in a dyin' city
I was puttin' on make-up
Tryin' to feel pretty
Looked around my tidy little home
Oh, I was tired of bein' alone.

I had an eight o'clock date with a man I never met
I hate to be late
So, I headed east on Sunset
Thinkin' anything is better
Than being alone.

Now, I'm lookin' in the eyes of my baby
Now, I'm lookin' in the eyes of my man
No one ever could be more surprised than me.

Did you see him smile?
Did you see him smile?
Did you see him smile?
Did you see him smile?

There was fog in the road, it was like I was drivin' blind
The faces I've known kept
Runnin' around in my mind
I was right to keep lookin', I was right to look ahead
You never know what you might find.

I was feeling so old and naive at the very same time
Had no idea
If I could even talk to a guy
If I could run, if I could leave, if I could hide
You know I would but there he was and it was time.

Now, I'm lookin' in the eyes of my baby
Now, I'm lookin' in the eyes of my man
No one ever could be more surprised than me.

Did you see him smile?
Did you see him smile?
Did you see him smile?
Did you see him smile?

Oh, it's alright
Oh, it's alright
Oh, it's alright.

Now, we're lookin' in the eyes of a baby
Now, we're lookin' in the eyes of a child
No one ever could be more surprised than me.

Did you see him smile?
Did you see him smile?

Did you see him smile?
Did you see him smile?
Did you see him smile?