(B. Edwards and N. Rodgers)
I said upside down
You're turning me
You're giving love instinctively
Around and round you're turning me

Upside down
Boy, you turn me
Inside out
And round and round
Upside down
Boy, you turn me
Inside out
And round and round

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 cheatin'
When no one makes me feel like you do

Upside down
Boy, you turn me
Inside out
And round and round
Upside down
Boy, you turn me
Inside out
And round and round

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 bottomline

Upside down
Boy, you turn me
Inside out
And round and round
Upside down
Boy, you turn me
Inside out
And round and round

Instinctively you give to me
The love that I need
I cherish the moment with you
Respectfully I see to thee
I'm aware that you're cheatin'
But no one makes me feel like you do

Upside down
Boy, you turn me
Inside out
And round, round
Upside down
Boy, you turn me
Inside out
And round and round

Upside down
Boy, you turn me
Inside out
And round and round
Upside down
Boy, you turn me
Inside out
And round, round

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
Around and round you're turning me
I say to thee respectfully

I said a 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