[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 (upside down)
Boy, you turn me (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 (upside down)
Boy, you turn me (boy, you turn me), inside out
And 'round and 'round ('round and 'round)
Upside down (upside down)
Boy, you turn me (boy, you turn me), inside out
And 'round and 'round (and 'round and 'round)
Upside down (upside, 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
'Round and 'round, you're turning me
You're giving love
I said, "Upside down, you're turning me."
You're giving love instinctively
'Round and 'round, you're turning me
'Round and 'round, you're turning me, oh baby
I said, "Upside down, you're turning me."
You're giving love instinctively
'Round and 'round, you're turning me
You're turning me
I said, "Upside down, you're turning me."
You're giving love instinctively
'Round and 'round, you're turning me
'Round and 'round, you're turning me, oh
You're giving love
Upside down, you're turning me
Upside down