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UUUp
ssside-down
upside down
upside down

My grades are down from As to Ds
Im way behind in history
I've lost myself in fantasies
Of you and me together

I dont know why - I - I - I - I but dream is all I do do
I wont get by -y -y- on mere imagination

Upside down
Bouncing off the ceiling
Inside out
stranger to this feeling
Got no clue what I should do
I'll go crazy if I cant get next to youuuuuuuuuu
To youuuuuuuuuuuu

My teacher says to concentrate
So what his name was Peter the Great
The kings and queens will have to wait
Cuz I dont have forever

I wish that I - I - I could walk right up to you you
Each time I try -y -y the same old hesitation

Upside down
Bouncing off the ceiling
Inside out
stranger to this feeling
Got no clue what I should do
I'll go crazy if I cant get next to you
To youuuuuuuuuu

Upside down
Bouncing off the ceiling
Inside out
stranger to this feeling
Got no clue what I should do
I'll go crazy if I cant get next to you
To youuuuuuuuuu

Upside down
Inside out
Got no clue
cant stand next to u
Yeah, yeah, yeah, yeah

Upside down
Bouncing Off the ceiling
Inside out
stranger to this feeling
Got no clue what I should do
I'll go crazy if I cant get next to you

Upside down
Bouncing Off the ceiling
Inside out
changing to this feeling
Got no clue what I should do
I'd go crazy cant 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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