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 I won't get by-I-I on mere imagination [Chorus:] 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 My teacher says to concentrate So what- his name was Peter the Great The kings and queens will have to wait Cuz I don't have forever I wish that I - I - I could walk right up to you Each time I try- I-I the same old hesitation [Chorus] Somehow someday You will love me too One day will be the day when all my dreams come true Upside down... [Chorus] 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... But I'll go crazy if I can't get next to... But I'll go crazy if I can't get next to you