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-i-i-why but dreamin's all I do
I won't get by-i-i-y on near imaginations

Upside down, bouncing off the ceiling
Inside out, 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 teacher, says to concentrate
So what, his name is peter the great
Kings and queens will have to wait
'Cause 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

Upside down, bouncing off the ceiling
Inside out, 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 true

Hahahahahahah

Upside down yeah yeah yeah yeah

Upside down, bouncing off the ceiling
Inside out, stranger to this feeling
Got no clue, what I should do
Oh 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
Oh 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!