Lyrics:

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, but dreaming's all I do, ooh
I won't get by on mere imagination

Upside down
Bouncing off the ceiling
Inside out
Stranger to this feeling
Got no clue what I should do
I'll 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
The kings and queens will have to wait
'Cause I don't have forever

I wish that I could walk right up to you, ooh
Each time I try the same old hesitation

Upside down
Bouncing off the ceiling
Inside out
Stranger to this feeling
Got no clue what I should do
I'll go crazy if I can't get next to you
To you

Somehow, someway
You will love me too
One day will be the day when all my dreams come true
(Hahaha)

Up (Yeah) side down (Oh)
Yeah yeah, yeah yeah

Upside down
Bouncing off the ceiling
Inside out
Stranger to this feeling
Got no clue what I should do
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
I'll go crazy if I can't get next to—
And I'll go crazy if I can't get next to—
And I'll go crazy if I can't get next to you