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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 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

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

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

Up...
Side down...

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

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



Lyrics taken from http://www.lyricsmode.com/lyrics/a/a_teens/upside_down.html

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