Up...Sidedown... 
Upsidedown, Upsidedown 

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-iy-iy but dreamin's all I do 
I won't get by-iy-iy on near imaginations 

Upsidedown, boucing off the ceiling 
Insideout, stranger to this feeling 
Got no clue, what I should do 
oh i'll go crazy if i can't get next to you 

My G, she says to concentrate 
so what is that, I can't be that great 
kings and queens will have to wait 
cuz i don't have forever 
I wish that I-iy-iy could walk right up to you 
each time I try-iy-iy the same old hesitation 

Upsidedown, boucing off the ceiling 
Insideout, stranger to this feeling 
Got no clue, what I should do 
oh 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 to 

hahahahahahah 

Upsidedown yeah yeah yeah yeah 

Upsidedown, boucing off the ceiling 
Insideout, stranger to this feeling 
Got no clue, what I should do 
oh i'll go crazy if i can't get next to you 

Upsidedown, boucing off the ceiling 
Insideout, stranger to this feeling 
Got no clue, what I should do 
oh i'll go crazy if i can't get next to 
and i'll go crazy if i can't get next to 
andi'll go crazy if i can't get next to 
YOU!