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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

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