You say, you've got some very excellent news
You say, I'm going to die when you tell me
And in my way I will but though your words will kill
I know you'll think that I don't seem to careIt's just because my frown is upside down
It's upside down, my frown is upside downI'm happy at your happiness as well
Your anger makes me mad though you can't tell
Believe me when I say, I'm with you in my private way
And though you think I'm trying to blow you off
(Though you think I'm trying to blow you off)It's only that my frown is upside down
It's upside down, my frown is upside down
My frown's upside downYou'd probably like to give me a smack
But there's something about my face
That always keeps you coming backWhen I'm with you, the landscape goes all weird
Black is white and the rainbow has a beard
Are your eyes playing tricks or should you get your glasses fixed?
Well, I don't think your eyesight is to blameThe problem is my frown is upside down
It's upside down, my frown is upside down
My frown's upside downIt's upside down, my frown is upside down
My frown's upside down