I said upside down you're turnin' me
You've given love instinctively
Round and round you're turnin' 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
Chorus

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
When (But) no one makes me
Feel like you do

Chorus

I know you've 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

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
When (But) no one makes me
Feel like you do

Repeat chorus twice

Upside down you're turning me
You've given love instinctively
Round and round you're turnin' me
I say to thee respectfully
(Repeat above 3 times)

Upside down you're turnin' me