[Intro]
I said upside down, you're turning me
You're giving love instinctively
'Round and 'round, you're turning me

[Chorus]
Upside down
Boy, you turn me inside out
And, 'round and 'round
Upside down
Boy, you turn me inside out
And, 'round and 'round

[Verse 1]
Instinctively you give to me all the love that I need
I cherish the moments with you
Respectfully, I say to thee
I'm aware that you're cheating
When no one makes me feel like you do

[Chorus]
Upside down
Boy, you turn me inside out
And, 'round and 'round
Upside down
Boy, you turn me inside out
And, 'round and 'round
[Verse 2]
I know you got charm and appeal
You always play the field
I'm crazy to think you're all mine
As long as the sun continues to shine
There's a place in my heart for you
That's the bottom line

[Chorus]
Upside down
Boy, you turn me inside out
And, 'round and 'round
Upside down
Boy, you turn me inside out
And, 'round and 'round

[Outro]
I said upside down, you're turning me
You're giving love instinctively
Around and 'round, you're turning me
I say to thee, respectfully
Upside down, you're turning me
You're giving love instinctively
'Round and 'round, you're turning me
I say to thee, respectfully
You're turning me upside down