"What Lies Beneath" as written by and Benjamin Burnley....
Take a breath
Hold it in
Start a fight
You won't win
Had enough
Let's begin
Never mind
I don't care

All in all
You're no good
You don't cry
Like you should
Let it go
If you could
When love dies in the end

So I'll find what lies beneath
Your sick twisted smile
As I lay underneath
Your cold jaded eyes
Now you turn the tide on me
'Cause you're so unkind
I will always be here
For the rest of my life

Here we go
Does it hurt
Say goodbye
To this world
I will not
Be undone
Come to life
It gets worse

All in all
You're no good
You don't cry
Like you should
I'll be gone
When you fall
Your sad life
Says it all

So I'll find what lies beneath
Your sick twisted smile
As I lay underneath
Your cold jaded eyes
Now you turn the tide on me
'Cause you're so unkind
I will always be here
For the rest of my life

Don't carry me under
You're the Devil in disguise
God sing for the hopeless
I'm the one you left behind

So I'll find what lies beneath
Your sick twisted smile
As I lay underneath
Your cold jaded eyed
Now you turn the tide on me
'Cause you're so unkind
I will always be here
For the rest of my life


Lyrics submitted by TylerAHM

"What Lies Beneath" as written by Benjamin Burnley

Lyrics © Walt Disney Music Company

Lyrics powered by LyricFind

What Lies Beneath song meanings
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25 Comments

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  • +4
    General CommentTo me this song is so powerful and so true to alot of relationships. It's about a man who is with someone that after time they have drifted apart. She has become so mean and painful to him. He knows this, and wants to leave the relationship, but everytime he tries to reveal to her how unhappy he is she starts a fight with him and makes him feel guilty about it. Even though he is in the right and deserves alot better she "turns the tide" on him and makes him feel bad for everything and makes herself into the the victim. So now, he is basically trapped forever in a loveless relationship that he never can escape. He will always be there for the rest of his life...
    PyarForeveron December 10, 2009   Link
  • +3
    My InterpretationI personally think this song is about rape.

    "Take a breath
    Hold it in
    Start a fight
    You won't win
    Had enough
    Let's begin
    Nevermind
    I don't care

    All in all
    You're no good
    You don't cry
    Like you should
    Let it go
    If you could
    When love dies in the end"

    He's daring her to fight him, and then belittling her. I think the "when love dies in the end" could refer to the victim feeling isolated and not being able to express her love for anyone afterward, OR the attacker was someone she trusted and loved.

    "So I'll find what lies beneath
    Your sick twisted smile
    As I lay underneath
    Your cold jaded eyes
    Now you turn the tide on me
    'Cause you're so unkind
    I will always be here
    For the rest of my life"

    This is what the victim is thinking. He turned the tide on her by doing this and she knows her life is never gonna be the same so she'll always be where she is. I guess it could also be referring to he aftermath and she feels like she'll never heal.

    "Here we go
    Does it hurt
    Say goodbye
    to this world
    I will not
    Be undone
    Come to life
    It gets worse

    All in all
    You're no good
    You don't cry
    Like you should
    I'll be gone
    when you fall
    Your sad life
    Says it all"

    He's in mid-act, almost mocking her asking if it hurts, and telling her to say goodbye to the world she knows because it won't ever be the same. He's almost getting a power trip off of it. and again, the second part is just belitting her. Him saying "your sad life says it all" is another allusion to the aftermath of rape and how she will be fucked up for a while.

    the chorus again is what she's thinking, and the bridgeything of
    "Don't carry me under
    You're the devil in disguise
    God sing for the hopeless
    I'm the one you left behind"

    is also her thinking. It's clearly someone she trusted, the devil in disguise, and she's crying out to god and feeling like he's forsaken her by allowing this to happen.

    just my two cents but this is how I interpreted it.
    jackkofaceson November 08, 2010   Link
  • +3
    General CommentI think that this song is about rape..

    "So I'll find what lies beneath
    Your sick twisted smile
    As I lay underneath
    Your cold jaded eyes
    Now you turn the tide on me
    'Cause you're so unkind
    I will always be here
    For the rest of my life"

    This is the victims point of view on the rape, "I will always be here for the rest of my life" is the victims trauma and how she/he will never be able to get the memory out of his/her mind.

    "All in all
    You're no good
    You don't cry
    Like you should
    I'll be gone
    when you fall
    Your sad life
    Says it all"

    This is the description of the rapist, someone depressed and no good. The victim is saying that he/she wont be around when the rapist gets punished.

    "Don't carry me under
    You're the devil in disguise
    God sing for the hopeless
    I'm the one you left behind"

    The victim is staying strong and wont let this incident corrupt him/her or take him/her away from god and religion. The victim didn't allow the rapist to control every part of him/her, he/she kept their mind and the rapist was unable to change who they are.
    bas3ba11on July 19, 2012   Link
  • +3
    General CommentSomething about this song makes me feel sexy dominated or something. Whenever he says "as I lay underneath" I picture myself laying under a guy being sexually dominated. I guess in a sense it makes sense that this song is about someone who is dominating another person and doesn't cry most likely because the person he is talking about is a sadomasochist that gets off of someone else suffering which is why then she tries to convert the blame on him "now you throw the tide on me because your so unkind". The next part is feeling like he is being controlled and even if he leaves she has taken everything worthy of him. "I will always be here for the rest of my life. I guess he is stating that he is in limbo in this relationship and no matter what he does she always has the power and hold of him.
    vanessa824on April 22, 2016   Link
  • +2
    General Commentlike any good breaking benjamin song, i believe this song is about a woman he loves and she just plays with his mind so he will start a fight and explain but she doesn't cry, she doesn't get it, she turns the "tide" on him meaning she flips it right back on him, he feels like there is more to her than there appears he is trying to find "what lies beneath her sick twisted smile" while he is caught in her eyes. He can't leave because he is still hoping this is just the surface of who she really is. Love this song, in fact breaking benjamin is on the top of my list of favorite bands
    TheOriginalChubbzon September 29, 2009   Link
  • +2
    General Commentid say. some sick whore who just plays with his head. shes just completely callous and she feels nothing.
    oXguitarchickXoon October 03, 2009   Link
  • +2
    General CommentI take this song the same, but differently than others. Instead of her not caring, I take it as being numb to what she's doing to him. Maybe I see it this way because I'm in that situation myself. In a mental disorder sort of sense, say Bipolar, Borderline, Schizophrenia, anything that's capable of a psychotic break. That's what this song reminds me of. He's holding onto her, or what she used to be.
    Crownedhopelesson October 07, 2009   Link
  • +2
    General CommentThis song is really powerful to me. I could relate to it a lot.

    Basically i believe that this relationship between two people started out great they were very close friends and shared many things together. But one began to fall in love whilst the other didn't and they became very cold towards the one who fell in love. They eventually drifted apart but the one in love would always think about her everyday, not a day would pass by without them thinking of her. They would talk on and off rarely because she became so cold towards him she basically turned the tide on him and he feels like he will be there for the rest of his life. The man feels emotionally depressed everyday because he loves this girl but she doesnt love him. He fell for the trap that she put out hence the "sick twisted smile" as the woman treats him horribly. The man struggles he is constantly getting drunk over her and blames himself for this woman not being in his life. The woman herself is very confused upset but chooses not to go to this man who really cares for her for help. She mentally torchers this man leaving him very weak and depressed
    Zrt220on October 05, 2015   Link
  • +1
    General CommentHe is in a relationship that he doesn't really want to be in, but he loves her. He's searching for the love he thinks she still feels and goes along with what she says. He can't find any love and she is just cruel to him. He wants to see her hurt, but then he doesn't because of his love for her.
    Hazzyyon June 08, 2010   Link
  • +1
    General CommentI think what he is hinting at, and "what lies beneath", is sick twisted pride and hunger for power. You don't let the person win the fight you picked. Domination is what they search for and that is why they smile and don't cry when they do it. My guess is this path is like most aspects of power, in that it corrupts absolutely. "Your sad life says it all."
    rememberthevon May 08, 2014   Link

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