Upside down, you're turning me
You're giving love instinctively
'Round and 'round, you're turning me

Upside down
Ooh, you turn me inside out
And 'round and 'round
Upside down
Oh babe, 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 cheating
When no one makes me feel like you do

Upside down
Ooh, you turn me inside out
And 'round and 'round
Upside down
Ooh, 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 and that's the bottom line
Upside down
Ooh, you turn me inside out
And 'round and 'round
Upside down
Ooh, you turn me inside out
And 'round and 'round

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 'round, you're turning me
I say to thee, respectfully
Upside down!