| Song | Upside Looking Down |
| Artist | Walter Becker |
| Album | Circus Money |
| Well, you came on like some blazing supernova | |
| With a flame that burned so brightly in the sky | |
| Then you woke up and your long white night was over | |
| And you cursed the world that dared to pass you by | |
| So now you blame the ones who love you for your sorrows | |
| Dealing dirty while you steal the higher ground | |
| But you cheated and you lied and life took you for a ride | |
| Now you’re standing on the upside looking down | |
| And O, the hero in disguise | |
| Believing his own alibis | |
| You run so scared, you’re standing still | |
| I know you are, | |
| I know you will | |
| Be the first to call it quits and run for cover | |
| While your little world is crumbling all around | |
| But you punked out on yourself, you can’t blame nobody else | |
| And now that you’re standing on the upside looking down | |
| And O, the heartache of the thief | |
| Strung out on his own stash of grief | |
| A line for you, a flake for me | |
| But now it’s ancient history | |
| As the sky is turning black and glassing over | |
| As you drift so high above the lights of town | |
| All at once it seems so clear, you can see it all from here | |
| When you’re standing on the upside looking down |
| Well, you came on like some blazing supernova | |
| With a flame that burned so brightly in the sky | |
| Then you woke up and your long white night was over | |
| And you cursed the world that dared to pass you by | |
| So now you blame the ones who love you for your sorrows | |
| Dealing dirty while you steal the higher ground | |
| But you cheated and you lied and life took you for a ride | |
| Now you' re standing on the upside looking down | |
| And O, the hero in disguise | |
| Believing his own alibis | |
| You run so scared, you' re standing still | |
| I know you are, | |
| I know you will | |
| Be the first to call it quits and run for cover | |
| While your little world is crumbling all around | |
| But you punked out on yourself, you can' t blame nobody else | |
| And now that you' re standing on the upside looking down | |
| And O, the heartache of the thief | |
| Strung out on his own stash of grief | |
| A line for you, a flake for me | |
| But now it' s ancient history | |
| As the sky is turning black and glassing over | |
| As you drift so high above the lights of town | |
| All at once it seems so clear, you can see it all from here | |
| When you' re standing on the upside looking down |