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