[Intro: Ernie & Bert]
La-la-la-la-la-di-di-di
Ernie, this is no time for singing
Well, c'mon Bert

[Chorus: Ernie & Bert]
Come fly with me in an upside down world (Whaaa!)
There's so many strange things to see
There's upside down people who walk down the street
With upside-down shoes on their upside down feet
In an upside-down world (Ernie!)
In an upside-down world
Ernie, I don't feel so good

[Verse 1: Ernie & Bert]
Whee!
It's fun to be in an upside down world
There's fish that fall out of the sea (Uh oh!)
There's upside down clocks that make everyone late (Ah!)
Upside down food that won't stay on your plate
In an upside down world
In an upside down world

[Interlude: Ernie & Bert]
Oh, my bottle cap collection!
Hey listen, I got an idea Bert, how'd you like to take over the controls?
No! No!
Yeah, Bert, it's really easy!
No! No! Never in a million years
Hey, Bert, I'm going to trade places with you
What? What, no, Ernie!
[Verse 2: Bert]
There's upside down everything all over town
It all looks so funny that I've got to frown
'Cause a frown is a smile when it's turned upside down
In an upside down
What side down?
Whoop side down
Ooop side down
What side down?
Upside down world

[Outro: Ernie & Bert]
*laugh* Hey, Ernie, don't stop, this is fun! *laugh*
We don't have time for fun now, Bert! We've gotta find Big Bird!
Oh!
Oh no, I'm afraid you've lost him, Bert
I've lost him??
Yeah, while you were singing, Bert
But, you were singing too, you always do that to me
Why don't you just turn the plane around?
You, you, you drive it!
Would you just turn the plane around?