The song was written by Bernard Edwards and Nile Rodgers (of the band Chic). In a 2011 interview, Nile Rodgers said "Diana Ross was the first big star we ever worked with and we took it very seriously." Rodgers and Edwards interviewed her for several days. "This was the first time in her life somebody cared about who she was; what she was - everyone previously had treated her the way we had treated Sister Sledge - they got her in and said 'Sing this'. We (took a more personal approach)." The song would be later covered and sampled by the likes of Salt-N-Pepa, Kid Rock, Missy Elliott, Alcazar, Puff Daddy, Collette and MC Lyte, who had a hit under the "Upside Down" sample in Lyte's 1996 hit, "Cold Rock a Party (Remix)". The Salt-N-Pepa version was featured on the Space Jam soundtrack.
The song was later covered by Destiny's Child during a tribute show honoring Ross and her career on a VH1 Divas special. Their version is featured on their album Single Remix Tracks. In 1994, the song was used in Mickey's Fun Songs: Let's Go to the Circus with a different arrangement and lyrics. In 1997, Ross performed the song live with British band Jamiroquai at "The Brit Awards" ceremony.
Upside Down was also covered and released as a single in late 2001 by Australian R & B girl group X3 (Times Three). It followed the release of their first single, and album, 'Girl Like Me'. The song received healthy airplay and was promoted well in Australia but did not chart well. In 2001, contemporary jazz/fusion group Pieces of a Dream offered their version from the release "Acquainted With the Night." In 2004, Alcazar sampled "Upside Down" in their song "This Is the World We Live In".
Upside Down
Diana Ross Lyrics
Jump to: Overall Meaning ↴ Line by Line Meaning ↴
You're turning me
You're giving love instinctively
Around and round you're turning me
Upside down
Boy, you turn me
Inside out
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 are mine
As long as the sun continues to shine
There's a place in my heart for you
That's the bottomline
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
Around and round you're turning me
I say to thee respectfully
Upside down you're turning me
You're giving love instinctively
Around and round you're turning me
I say to thee respectfully
I said a upside down you're turning me
You're giving love instinctively
Around and round you're turning me
I say to thee respectfully
Upside down you're turning me
You're giving love instinctively
Around and round you're turning me
I say to thee respectfully
Upside down you're turning me
The lyrics to Diana Ross's song Upside Down can be interpreted as a love song about a woman who is aware that her partner is cheating on her but she just can't resist the love and affection he gives her. The song begins with the chorus "Upside down, you're turning me, you're giving love instinctively, around and round, you're turning me" which expresses how the woman's world has been turned upside down by the love she is receiving from her partner. The use of the phrase "instinctively" highlights the naturalness of the love and passion she feels for him. The chorus is then followed by a verse which outlines the woman's reservations about the relationship due to her partner's infidelity, but she cannot deny the feelings he gives her.
In the second verse, it is clear that the woman is aware of her partner's charm and his tendency to play the field but despite this, she is still "crazy to think [he] is mine". She acknowledges that there is a place in her heart for him, no matter what, and although she knows he's cheating, she cannot resist his love. The chorus is then repeated, emphasizing her feelings and the effect he has on her.
In conclusion, Upside Down is a song that portrays the conflicting emotions of a woman in love with a man who is unfaithful. The song highlights the naturalness of love and passion, the deception of infidelity, and the power of attraction and affection that can overcome rationality.
Line by Line Meaning
I said upside down
I'm feeling turned around and confused about this relationship
You're turning me
Your actions and behavior are affecting me deeply
You're giving love instinctively
You show affection naturally and spontaneously, without conscious thought or effort
Around and round you're turning me
I feel caught in a cycle of emotions and experiences with you
Boy, you turn me
You, specifically, are the cause of my emotional state
Inside out
You're making me feel vulnerable and exposed
Instinctively you give to me
You express love and affection without needing to be prompted or asked
The love that I need
Your love fulfills my emotional needs
I cherish the moments with you
I value our time together
Respectfully I say to thee
I want to address this issue in a polite and sincere way
I'm aware that you're cheating
I know that you're being unfaithful
When no one makes me feel like you do
Despite the infidelity, I still have strong feelings for you
I know you got charm and appeal
You have attractive qualities that make people drawn to you
You always play the field
You frequently pursue romantic relationships with multiple people at once
I'm crazy to think you are mine
I recognize that my belief that we have a committed relationship is irrational
As long as the sun continues to shine
I will continue to hold onto my feelings for you
There's a place in my heart for you
I still have deep emotional attachments to you
That's the bottomline
That's ultimately where my emotional loyalty lies
You're giving love instinctively
Once again, you show love and affection naturally, without thought or effort
But no one makes me feel like you do
Even with the knowledge of your infidelity, no other person has the same emotional impact on me
Upside down you're turning me
You continue to have a strong effect on my emotions and life
I say to thee respectfully
I want to address this issue with you in a sincere and considerate way
Lyrics © TuneCore Inc., Sony/ATV Music Publishing LLC, Warner Chappell Music, Inc.
Written by: Bernard Edwards, Nile Gregory Rodgers
Lyrics Licensed & Provided by LyricFind