My grades are down from A's to D's
I'm way behind in history
I 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

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


Lyrics submitted by Bobo192

Upside Down song meanings
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15 Comments

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  • +1
    General Comment

    Perfect song for Ateens' targeted demographic. I didn't understand why it wasn't accepted by mainstream stations.. it's a great song, period! Teens and children all have these feelings and Ateens captured it perfectly!

    Simplisticon June 17, 2002   Link
  • +1
    General Comment

    this song is about all the feelings that go through your head the first time you really have a crush on someone. for people who have already gone through that and grown up, it's kind of hilarious. because no, you won't go crazy if you can't get with that cute boy who you can't stop thinking about. and he probably won't love you too one day, and even if he does, what are the chances that this will make all your dreams come true? but everyone's felt this way before so we can appreciate the song even when we're older than the preteen target audience.

    plastikcow76on March 27, 2009   Link
  • 0
    General Comment

    this song fits the a teens perfect

    Cutie12on July 08, 2002   Link
  • 0
    General Comment

    :) I like the song....I like when they go upside down....I know how they do that too...:)

    :) They turn the image upside down by using programs and stuff like that and it looks like they are upside down...I wish I could do that...:)

    chainzon July 25, 2002   Link
  • 0
    General Comment

    dis song alwiz rockz!:)i dunno y some of them dun like it.dis song iz right 4 a teenager!;)

    blue_dragonflyon August 18, 2002   Link
  • 0
    General Comment

    Ahhh....I know the feeling. You should be doing your schoolwork, it's important, especially if you're a good student....but that boy is interfering with algebra. All you can think is Him Plus Me Equals Paradise....lol, great song, captures it perfectly.

    tigereyes8809on December 23, 2004   Link
  • 0
    General Comment

    omg! I LOVE THE A*TEENS! Their girly pop is the best kind of music ever! I mean, they don't even play instruments! How cool is that? (NOT)

    EmpressAtoZon June 17, 2006   Link
  • 0
    General Comment

    This song is possibly the most teenybopperish thing ever. I think it deserves a record for that.

    Kraliaon October 07, 2006   Link
  • 0
    General Comment

    i LOVE LOVE LOVE LOVE the A*Teens!

    I think this song means that a girl (aah, here we go again with girl-boy rolls eyes) likes a boy and can't concentrate with stuf.....

    AutumnLeaves34on October 15, 2008   Link
  • 0
    General Comment

    I love this song. Haha. Well I did in like 5th grade.

    teenqueen22on June 29, 2009   Link

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