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