Verse 1:
My [A] grades are [D] down from [F#m] A's to [E] D's
I'm [A] way [D] behind in [F#m] [E] history
I [A] lost [D] myself in [F#m] [E] fantasies
Of [Bm] you and me [D] [E] together [D] [C#m]
Refrain 1:
I don't know [F#m] [F#/Bb] why-I-I but [Bm] dreaming's all I [E] do, [E7] hoo [C#m]
I won't get [F#m] [F#/Bb] by-I-I on [Bm] mere [E] imagination
Chorus 1:
[A] Upside [D] down
[Bm] Bouncing off the [E] ceiling
[A] Inside [D] out
[Bm] Stranger to this [E] [F] feeling
[F#m] Got no [D] clue what [E] I should [A] do [E/G#]
But [D] I'll go crazy if I [Bm] can't get [E] next
[A] [D] [F#m] [E]
To you (x2)
Verse 2:
My [A] teacher [D] says to [F#m] [E] concentrate
So [A] what his [D] name was [F#m] Peter the [E] Great
The [A] kings and [D] queens will [F#m] have to [E] wait
[Bm] Cause I don't [D] have [E] [D] [C#m] forever
Refrain 2:
I wish that [F#m] [F#/Bb] I-I-I could [Bm] walk right up to [E] you, [E7] hoo [C#m]
Each time I [F#m] [F#/Bb] try-I-I the [Bm] same old [E] hesitation
(Repeat Chorus 1)
Bridge:
[C#m] Somehow, [F#m] someday [C#m] You will love me [F#m] too
[Bm] One day will [E] be the day When [D] all my dreams come [E] true
[A] (Haha, [D] haha) [Bm] [E]
Up-upside [A] [D] down, ooooooh
[E] Yeah yeah yeah yeah
(Repeat Chorus 1 except last line)
Chorus 2: (Modulated from [A] to [B] )
[B] Upside [E] down
[C#m] Bouncing off the [F#] ceiling
[B] Inside [E] out
[C#m] Stranger to this [F#] [G] feeling
[G#m] Got no [E] clue what [F#] I should [B] [F#/Bb] do
But [E] I'll go crazy if I [C#m] can't get [F#] next to you
But [E] I'll go crazy if I [C#m] can't get [F#] next to you
But [E] I'll go crazy if I [C#m] can't get [F#] next to [B] you
