"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 eyed
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 eyed
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
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 © Warner/Chappell Music, Inc., Walt Disney Music Company

Lyrics powered by LyricFind

What Lies Beneath song meanings
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25 Comments

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  • +5
    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
  • +1
    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
  • +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
  • +1
    My InterpretationThis song is about fighting a demon (YOUR DEMON) your good side trying to fight away the evil side so you dont get consumed into evil. Or fighting the possession of a demon thats trying to control you, demons are described as having sick twisted smiles and jaded eyes.

    In the song it appears that both sides the demon/angel(you) are talking to each other.

    Put it this way. In some times when you're supposed to grieve, but you don't you may have just ignored it like it was nothing "you don't cry, like you should" Thats your demonic side. You've become soulless and hardened when you would cry from loss, but you dont.

    That is when your demon is trying to "start a fight" that you(the angel) usually doesn't win and a majority of the time the demon forces you to do things that you dont want to do.

    He's "no good" and refuses to "let it go" He wont let go of you until you've finally became him, "when love dies, in the end"

    Thats your demon saying "When your love finally dies in the end. I win"

    But you refuse to become him, you're going to look deep inside yourself and find the source to his "sick twisted smile" so you can finally win a fight against him.

    At some points in your life he will "turn the tide" on your good thoughts and make them evil thoughts, why? Because he's "so unkind"

    now this next part the demon is talking and taunting you. "here we go" we're going to do it again "does it hurt?" If not the demon is going to make it so much worse. "Say goodbye, to this world" Whatever happy world you have right now. He's going to take it all away, so you may as well say goodbye

    "I will not be undone, come to life it gets worse" He's trying to break your will saying you cant defeat him come to me or it will get worse.

    However you still refuse, when the demon falls you'll be long gone. His sad pathetic life trying to force people to become him.

    At times your actions are the "devil in disguise" you dont want to be carried under to his level

    As he asks god for help he realizes he was left behind from god

    For the rest of your life you will always be here(like this) For the rest of your life. Fighting your inner demon.

    The point of the song is to encourage people to never become evil, no matter how bad it becomes

    Do not lose sight of who you really are. Do not let those inner demons change you.

    Even when it feels like god has left you behind.
    Fyodorovon July 18, 2016   Link
  • 0
    General CommentThis is missing a line:

    Don't carry me under
    You're the devil in disguise
    God sing for the hopeless...

    I think this song is pretty self explanatory! Another great song by BB!
    crazyfunchickon September 26, 2009   Link
  • 0
    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
  • 0
    General CommentDon't carry me under
    You're the devil in disguise
    God sing for the hopeless
    I'm the one you left behind

    really like this line!!!


    I love BB's entire discography and Dear Agony was as great as all of the rest albums.
    Much love to all fans.
    nayo92on October 05, 2009   Link
  • 0
    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
  • 0
    General CommentI love this song so much. its a relationship, i'm sure. but i'm not sure that it's a physical being. it could be a struggle with demons from his past, but i could definitely see this being about a relationship where he gave it all he had and then found out that she felt nothing toward him, and didn't even hate him...she just didn't care. and that, i think, is the worst letdown of love. the opposite of love is apathy. BB is amazing.
    shirtlessjoeon December 11, 2009   Link
  • 0
    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

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