Upside down Hey Upside down Upside down 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 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 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 Cause 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 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 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