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

Upside down
Bouncing Off the ceiling
Inside Out
Stranger to this feeling
Got no clue what I should do
But I'll get crazy if I can't get next to you

My teacher says to concentrate
So what - his name is 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 hestitation

Upside down
Bouncing Off the ceiling
Inside Out
Stranger to this feeling
Got no clue what I should do
But I'll get 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

Ha..ha

Upside down
Bouncing Off the ceiling
Inside Out
Stranger to this feeling
Got no clue what I should do
But I'll get crazy if I can't get next to you