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 but dreamin's all I do, I won't get by your mere imagination upside down bouncin of the celing inside out stranger to the feeling got no clue what i should doooo i'd go crazy if i cant get next to you to you my teacher says to concentrate so what's his name, is Peter the Great the kings and queens will have to wait couse i dont have forever I wish that I could walk right up to you, each time I try the same old hesitation upside down bouncin of the celing inside out stranger to the feeling got no clue what i should do i'd go crazy if cant get next to you to you Somehow, someway, you will love me too, one day will be the day when all my dreams come true (chorus)