Up, upside down
Upside down
Upside down
My grades are down
From A's to B's
I'm way behind in history
I'm lost myself in fantasies
Of you and me together

I don't know why
But dreamin' is all I do
I won't get by
On mere imagination

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)

My teacher says
To concentrate
So what? His name
Is Peter the Great
Kings and queens
Will have to wait
'Cause I don't have forever
Now I wish that I could
Walk right up to you
Each time I try
The same old hesitation

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)

Somehow, someday
You will love me, too
One day will be the day
When all my
Dreams come true

Up, upside down
Yeah yeah yeah yeah

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...
I'll go crazy if
I can't get next to...
I'll go crazy if
I can't get next to you