(Sterling/Kesterson)
I'm looking up, [5x]
But when I look at you I'm looking down.
I'm looking up
At a world I left, I'm looking down.
I'm looking up
At the sky straight ahead,
There's the moon, the sun's right behind you;
If you stare it can blind you.
And when you see them both together,
Chances are I'm gonna find you looking up.