Songwriter: John Lennon Paul McCartney

Producer: Adrian Belew

You tell lies thinking I can't see
You can't cry 'cause you're laughing at me
I'm down
(I'm really down)
I'm down
(Down on the ground)
I'm down
(I'm really down)

How can you laugh, when you know I'm down?
How can you laugh, when you know I'm down?

Man buys ring, woman throws it away
Same old thing happen every day
I'm down
(I'm really down)
I'm down
(Down on the ground)
I'm down
(I'm really down)

How can you laugh, when you know I'm down?
How can you laugh, when you know I'm down?

We're all alone and there's nobody else
She'll still moan, "Keep your hands to yourself"
I'm down
(I'm really down)
Ah babe I'm down
(Down on the ground)
I'm down

How can you laugh, when you know I'm down?
How can you laugh, when you know I'm down? Whoa-ow

A baby you know I'm down
(I'm really down)
I guess I'm down
(I'm really down)
I'm down on the ground
(I'm really down)
I'm down
(I'm really down)
Ah, baby I'm upside down
Oh yeah, yeah, yeah, yeah, yeah, yeah

(I'm really down)
Oh baby I'm down
(I'm really down)
I'm feeling upside down
(I'm really down)
Ohh, I'm down
(I'm really down)
Oh baby I'm down, yeah
Oh baby I'm down, yeah

Oh baby I'm down
(I'm really down)
Oh baby I'm down
(I'm really down)
Oh baby, baby, baby
(I'm really down)
Oh baby I'm down
(I'm really down)

Adrian Belew

1970

Adrian is discovered by Frank Zappa while playing in a cover band named Sweetheart at the infamous Fanny’s in Nashville.

Zappa got Adrian’s name from his chauffeur, invited Adrian to audition in Los Angeles and Adrian’s career takes off.