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    Up... Side down...
    Upside down, 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-i-i-why but dreamin's all I do
    I won't get by-i-i-y on near imaginations

    Upside down, bouncing off the ceiling
    Inside out, stranger to this feeling
    Got no clue, what I should do
    Oh I'll go crazy if I can't get next to you

    My teacher, says to concentrate
    So what, his name is peter the great
    Kings and queens will have to wait
    'Cause I don't have forever
    I wish that I-iy-iy could walk right up to you
    Each time I try-iy-iy the same old hesitation

    Upside down, bouncing off the ceiling
    Inside out, stranger to this feeling
    Got no clue, what I should do
    Oh I'll go crazy if I can't get next to you
    To you

    Somehow, some way, you will love me too
    One day will be the day when all my dreams come true

    Hahahahahahah

    Upside down yeah yeah yeah yeah

    Upside down, bouncing off the ceiling
    Inside out, stranger to this feeling
    Got no clue, what I should do
    Oh 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
    Oh I'll go crazy if I can't get next to
    And I'll go crazy if I can't get next to
    And I'll go crazy if I can't get next to
    YOU!

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