Upside Down
Diana Ross and the Supremes Lyrics


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I said upside down
You're turning me
You're giving love instinctively
Around 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 see 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 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 see 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 see to thee respectfully

Upside down you're turning me
You're giving love instinctively
Around and round you're turning me
I see to thee respectfully

I said a upside down you're turning me




You're giving love instinctively
Around and round you're turning me

Overall Meaning

The song "Upside Down" by Diana Ross featuring Michael Jackson is a classic disco hit that talks about the power of love and the effects that love can have on one's life. The lyrics describe how the person's love interest has turned their life upside down and inside out. The song speaks to the instinctive nature of love and how it can feel when someone makes you feel a certain way.


The lyrics "Instinctively you give to me the love that I need" suggest that the love interest in the song is fulfilling the person's emotional needs. Despite being aware of the love interest's infidelity, the person cannot resist the love they feel when they are together. The song speaks to the idea that love can be complicated and messy, but it is worth it when you find someone who makes you feel alive.


Overall, "Upside Down" is a song about the power of love and how it can turn someone's world upside down. The lyrics are catchy and memorable, making it a timeless classic that still resonates with audiences today.


Line by Line Meaning

I said upside down
I'm expressing that you're turning my world upside down


You're turning me
You're making me feel completely different than I have before


You're giving love instinctively
You're showing me love without having to think about it or be told to


Around and round you're turning me
You're taking me on a whirlwind journey that never seems to end


Boy, you turn me
You have such an effect on me, it's like I'm a different person


Inside out
You're changing me completely, even to my core


Instinctively you give to me
Your love is natural and comes easily to you


The love that I need
You know exactly what kind of love I need and you provide that for me


I cherish the moments with you
I absolutely treasure the time we spend together


Respectfully I see to thee
I still love and respect you, even though I know you're being unfaithful


I'm aware that you're cheating
I know you're being unfaithful in the relationship


When no one makes me feel like you do
Even with the knowledge of your cheating, no one else can make me feel the way you do


I know you got charm and appeal
I recognize and acknowledge your attractive qualities


You always play the field
I know you have a tendency to be unfaithful in relationships


I'm crazy you are mine
Despite everything, I still have strong feelings for you


As long as the sun continues to shine
My love for you is never-ending and will last forever


There's a place in my heart for you
You will always hold a special place in my heart


That's the bottom line
That's the truth


Upside down you're turning me
You're taking me on a wild ride that I never expected


I see to thee respectfully
Even with everything going on, I still show you respect and love




Lyrics © Sony/ATV Music Publishing LLC, Warner Chappell Music, Inc.
Written by: Bernard Edwards, Nile Gregory Rodgers

Lyrics Licensed & Provided by LyricFind
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