if you should see me and i m smiling don t think my smile is for real no expression could explain how much my heart s in pain since you left me here s how i feel my smile is just a frown turned upside down just a frown turned upside down yeah but each time when i m alone teardrops start to fall my tears erase the life that s on my face cause it s really not a smile at all my smile is just a frown turned upside down just a frown turned upside down yeah oh and if by chance you hear me laughing i only laugh to fool the crowd just like pagliacci did i ll keep my sadness hid and to do this i ll laugh i ll lie my smile is just a frown yeah turned upside down i may look happy when smile but really all the while my smile is just a frown yeah yeah turned upside down i may appear to wear a grin but really deep within my smile is just a frown oh oh