Up-upside down
(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, hoo
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 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, hoo
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 to you
To you

Somehow, someday
You will love me too
One day will be the day
When all my dreams come true

(Haha, haha)
Up-upside down, ooooooh
Yeah yeah yeah yeah

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 (ah ah ah)
Inside out
Stranger to this feeling (ah ah ah)
Got no clue what I should do
But I'll go crazy if I can't get next to you

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