I said: Upside down, you're turning me You're giving love instinctively 'Round 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 cheating 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 bottom line 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 cheating But 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 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, 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 Around and around, you're turning me I say to thee, respectfully I said upside down, you're turning me You're giving love instinctively Around and around, 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, you're turning me
I said: Upside down, you're turning me You're giving love instinctively 'Round 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 cheating 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 bottom line 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 cheating But 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 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, 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 Around and around, you're turning me I say to thee, respectfully I said upside down, you're turning me You're giving love instinctively Around and around, 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, you're turning me
A ascensão da música na Billboard Hot 100 foi dramática: durante sua quinta semana na parada, "Upside Down" pulou direto da posição 49 para o top 10.
Nile Rodgers comentou em 2011 que a equipe do Chic passou dias entrevistando Diana Ross antes da gravação, uma abordagem pessoal distinta que contrastava com o método tradicional de apenas entregar a letra para a artista cantar.
A canção teve um impacto duradouro sendo cover e sampleada por artistas diversos, incluindo Salt-N-Pepa, cuja versão foi incluída na trilha sonora do filme Space Jam.
Em 1997, Diana Ross performou a música ao lado da banda britânica Jamiroquai durante a cerimônia dos The Brit Awards.
"Upside Down" foi classificada na posição 62 na lista de "As Maiores Canções de Todos os Tempos" da revista Billboard.
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