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 care

It's just because my frown
Is upside down
It's upside down my frown
Is upside down

I'm happy at your happiness as well
You 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

It's only that my frown
Is upside down
It's upside down my frown
Is upside down
My frown's upside down

You'd probably like to give me a smack
But there's something about my face that always keeps you coming back
When 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 blame

The problem is my frown
Is upside down
It's upside down my frown
Is upside down
My frown's upside down

It's upside down my frown
Is upside down
My frown's upside down