Released only on international editions of the Music Box album, and as a B-side on the “Hero” single, “Everything Fades Away” was also included on the compilation The Rarities, released in 2020. “One of the more personal songs I wrote during this era. This was a B-side on the ‘Hero’ single and never got the attention I feel it deserves,” Mariah wrote on the compilation's liner notes. “I guess the label didn't quite know hot to categorize it musically at the time, but it's an early indicator of a place I would end up exploring further down the road.”
Baby don't tell me you miss me, you love me
Don't whisper gently that you can't forget me
Tonight, tonight
'Cause I've heard it all before
Just turn away, don't play that game
Baby I don't want to anymore
Let it all fade away
Don't you know that love is gone
It's too late
Everything fades away
Nothing ever stays the same
Baby, no, no, no
Don't tell me you're sorry
You hurt me
How many times can I give in?
How many battles can you win?
Oh, don't beg for mercy
Tonight, tonight
'Cause I can't take any more
Just turn around, don't break me down
Baby I don't love you like before
Let it all fade away
Don't you know that love is gone
It's too late
Everything fades away
Nothing ever stays the same
Baby
So hard for me to let you go
Don't leave me standing in the cold
Oh, darling give me one more chance
I know that we can make it last
Just let me love you one more time
Girl I don't wanna lose my mind
So hard for me to let you go
So hard for me to let you go
Let it all fade away
Love is gone
It's too late
Everything fades away
Nothing ever stays the same
Baby, nothing ever stays the same
Repeat
Written by Mariah Carey, Walter Afanasieff.
Produced by Mariah Carey and Walter Afanasieff.