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