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 Upside down  A*Teens
 
 Up...side down
 Upside Down
 Upside Down
 My grades are down from A's  D's
 I'm way  in history
 I've lost myself  fantasies
 Of you and me 
 I don't  why-yi-yi
 But dreaming's  I do
  won't get by-yi-yi
 On mere imagination
 Upside  bouncing off the ceiling
 Inside out, stranger  this feeling
 Got  clue what I should do
 I  crazy if I can’t get next to you
 To you...
 
 My teacher says to 
 So  His name was Peter the Great
 Kings and Queens will have  wait
  I don’t have forever
  wish that I-yi-yi could walk right up to you
 Each time I try-yi-yi  same old hesitation
 Upside  bouncing off the ceiling
 Inside  stranger to this feeling
 Got no clue what  should do
 I go crazy if  can’t get next to you
 To you
 
 Somehow, someday you will love  too
 One day will be the day when all  dreams come true
 Up-upside down
 Yeah  yeah yeah
 Upside down,  off the ceiling
 Inside out,  to this feeling
  no clue what I should do
 I go  if I can’t get next to you
 Upside down, bouncing off  ceiling
 Inside  stranger to this feeling
 Got no clue what I  do
 I  crazy if I can’t get next to you
 I go crazy if  can’t get next to
 I go crazy if I can’t get  to
 I go crazy if I can’t get next  you