[Spoken: COOKIE MONSTER & HERRY MONSTER]
COOKIE MONSTER: Oh *Sobs* Oh, I'm so sad
HERRY MONSTER: Hey you! Hey fuzzy face! Why are you crying and looking up in the sky?
CM: Cookie
HM: You want a cookie?
CM: I lost my cookie. I dropped my cookie
HM: Yeah, but you're looking up in the sky! You mean to tell me that you dropped your cookie and you're looking up in the sky for it?
CM: That's right!
HM: Don't you know the difference between up and down?
CM: Oh sure!
HM: I don't think you do
CM: No?
HM: But I know something that might help you. I know a song all about up and down
CM: You do?
HM: Yes, I do
CM: Well, so do I!
HM: You do?
CM: Uh-huh!
HM: Well then, what are we waiting for?! Let's have some music!
CM: music!

[Verse 1: Cookie Monster & Herry Monster]
Oh, I look up and see a birdie
Flying high and free
Well, I look down and then a sidewalk
Is what I see
[Refrain: Cookie Monster & Herry Monster (Both)]
I look up and see the sky
I look down and see the ground
I look at you and sing a song
About up and down

[Spoken: COOKIE MONSTER & HERRY MONSTER]
HM: Yeah, I look down and I see bugs and stuff like that
CM: Oh yeah. I look up and I see a tree
HM: Hey, I see some ants down there
CM: Oh, look up there! I see clouds!
HM: [?]
Cookie: And you know what else I see?

[Verse 2: Cookie Monster & Herry Monster]
Oh, I look up and see an airplane flying
Yes, I do
Well, I look down and see my foot
And then I see my shoe

[Refrain: Cookie Monster & Herry Monster (Both)]
I look up and see the sky
I look down and see the ground
I look at you and sing a song
About up and down
[Spoken: COOKIE MONSTER & HERRY MONSTER]
CM: You know I look up, but I can't see my cookie
HM: Well, you're looking in the wrong direction
CM: Do I look at you?
HM: No
CM: Do you got my cookie?
HM: No, no, no!
CM: I love cookies!
HM: No, no, I don't have a cookie
CM: Oh no?
HM: No, no, no
CM: Well, you know what?

[Verse 3: Cookie Monster & Herry Monster]
Oh, I look up and see the ceiling and there's
One thing more;
Well, I look down and see the rug and
Then I see the floor

[Refrain: Cookie Monster & Herry Monster (Both)]
I look up and see the sky
I look down and see the ground
I look at you and sing a song
About up and down

[Outro: Cookie Monster & Herry Monster]
Oh, up, up and down, and down
Oh, up and down, and down
[Spoken: COOKIE MONSTER & HERRY MONSTER]
HM: Hey, you do know the difference between up and down!
CM: Oh, sure I do!
HM: And you sing nice too!
CM: Aww, thank you
HM: I've got just one question
CM: What?
HM: If you dropped your cookie, why were you looking up in the sky to find it?
CM: Oh! Because I dropped my cookie and a birdie picked it up and flew away with it up in the sky!
*Bird squawking*
CM: Oh, there he is! Birdie! Come back, birdie! Oh! Drop the cookie at least! Birdie, don't go away with my cookie! Oh, don't—give me a break, birdie!