Upside down Upside down Upside down My grades are down from A's to D's I'm way behind in history I've lost myself in fantasies Of you and me together I don't know why-y-y but dreaming's all I do (ooh, ooh) I won't get by-y-y on mere imagination Upside down, bouncin' 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 was Peter the Great The kings and queens will have to wait 'Cause I don't have forever I wish that I-I-I could walk right up to you (ooh, ooh) Each time I try-y-y the same old hesitation Upside down, bouncin' 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, some way You will love me too One day will be the day When all my dreams come true Up (yeah) side down (whoa) Yeah, yeah, yeah, yeah Upside down, bouncin' 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, bouncin' 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