[All]
Upside down [x3]

[Marie]
My grades are down from A's to D's
I'm way behind in history

[Sara]
I lost myself in fantasies
Of you and me together

[Sara & Marie]
I don't know why - I - I but dreaming's all I do
I won't get by-I-I on mere imagination

[Chorus: All]
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

[Dhani]
My teacher says to concentrate
[Amit]
So what- his name was Peter the Great
[Sara]
The kings and queens will have to wait
[Marie]
Cuz I don't have forever

[Sara & Marie]
I wish that I - I - I could walk right up to you
Each time I try - I - I the same old hesitation

[Chorus]

[Sara]
Somehow someday
You will love me too
One day will be the day when
all my dreams come true

[All]
Upside down, yeah yeah yeah yeah

[Chorus x2]

[All]
But I'll go crazy if I can't get next to you [x2]