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
I won't get by on mere imagination

Upside down
Bouncing off the cealing
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

My teacher says to concentrate
So what - his name is 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
Each time I try the same old hestitation

Upside down
Bouncing off the cealing

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

Upside down
Yeah yeah yeah

Upside down
Bouncing off the cealing
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 cealing
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