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

I don't know why - I - I but dreaming's all I do
I won't get by-I-I on mere imagination

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

My teacher says to concentrate
So what- his name was Peter the Great
The kings and queens will have to wait
Cuz I don't have forever

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

[Chorus]

Somehow someday
You will love me too
One day will be the day when all my dreams come true

Upside down...

[Chorus]

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