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
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

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