I said upside down you're turning me
You're giving love instinctively
Round and round you're turning me

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

Upside down
Baby, 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
But no one makes me feel like you do

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

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

I know you got your charm appeal
And you always play the field
I'm crazy 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

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

Upside down
Baby, 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 see to thee
I'm aware that you're cheating
When no one makes me feel like you do

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

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

I said upside down you're turning me
You're giving love instinctively
Round and round you're turning me
You're giving love instinctively

I said upside down you're turning me
You're giving love instinctively
Round and round you're turning me
You're giving love instinctively

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

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