[Intro]
Up... side down
Upside down
Upside down

[Verse 1]
My grades are down from A's to D's
I'm way behind in history
I lost myself in fantasies
Of you and me together

[Pre-Chorus]
I don't know why, but dreaming's all I do
I won't get by on mere imagination

[Chorus]
Upside down
Bouncing off the ceiling
Inside out
Stranger to this feeling
Got no clue what I should do
I'll go crazy if I can't get next to you
To you

[Verse 2]
My teacher says to concentrate
So what; his name was Peter the Great
The kings and queens will have to wait
'Cause I don't have forever

[Pre-Chorus]
I wish that I could walk right up to you
Each time I try the same old hesitation

[Chorus]
Upside down
Bouncing off the ceiling
Inside out
Stranger to this feeling
Got no clue what I should do
I'll go crazy if I can't get next to you
To you

[Bridge]
Somehow, someway
You will love me too
One day will be the day when all my dreams come true
(Ha ha!)

[Break]
Up... side down
Yeah yeah, yeah yeah

[Chorus]
Upside down
Bouncing off the ceiling
Inside out
Stranger to this feeling
Got no clue what I should do
I'll go crazy if I can't get next to you
Upside down
Bouncing off the ceiling
Inside out
Stranger to this feeling
Got no clue what I should do
I'll go crazy if I can't get next to...
And I'll go crazy if I can't get next to...
And I'll go crazy if I can't get next to you