Up...side 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-yi-yi
But dreaming's all I do
I won't get by-yi-yi
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 was Peter the Great
Kings and Queens will have to wait
Cuz I don’t have forever

I wish that I-yi-yi could walk right up to you
Each time I try-yi-yi 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 [bad word] [bad word] 
Up-side 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 you

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