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 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
'Cause 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 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-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 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 go crazy if I can't get next to you 

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