[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 the love that I need
I cherish the moments with you
Respectfully, I say to thee
I'm aware that you're cheating
But 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]
Upside down, you're turning me
You're giving love instinctively
"'Round and 'round, you're turning me."
I say to thee, respectfully
Upside down, you're turning me
You're giving love instinctively
'Round and around, you're turning me
Upside down
Boy, you turn me inside out