Upside Down
Tom Jones & Dusty Springfield Lyrics


Jump to: Overall Meaning ↴  Line by Line Meaning ↴

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

[Chorus]
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

[Chorus]

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 bottom-line

[Chorus]

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

[Chorus: x3]

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, 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

Overall Meaning

The lyrics to Tom Jones & Dusty Springfield's song "Upside Down" are about a complicated and tumultuous love affair. The singer is in love with someone who is not faithful to them, but they are still deeply attracted to this person. The lyrics suggest that the other person has a kind of magnetic power over the singer, making them turn upside down and inside out. The singer is aware of the other person's cheating, but they can't help but be drawn to them.


Throughout the song, the singer alternates between expressing their love and admiration for this person and acknowledging the pain and heartbreak they are causing. The chorus repeats the phrase "Upside down, boy you turn me / Inside out, and ‘round and ‘round," emphasizing the disorienting and dizzying effect the other person's actions have on the singer. The singer cherishes the moments they have with this person, but knows deep down that the relationship is not a healthy one.


Overall, the lyrics to "Upside Down" paint a complex portrait of a love affair that is both exhilarating and painful, highlighting the power dynamics at play in an unequal relationship.


Line by Line Meaning

I said upside down
I am overwhelmed by my emotions, turned upside down by the love you give me.


You're turning me
Your love has the power to transform me and my world.


You're giving love instinctively
Your love is natural and effortless, freely given from your heart.


Around and 'round you're turning me
Your love is all-encompassing, swirling and encompassing me in its embrace.


Upside down Boy, you turn me Inside out And 'round and 'round
You have completely upended my life, turning my world inside out and around in circles.


Instinctively you give to me The love that I need
Your love fulfills me in a deep, instinctive way, providing all that I need.


I cherish the moments with you
I deeply value the time spent with you, treasuring every memory.


Respectfully I say to thee I'm aware that you're cheating
I acknowledge that you are unfaithful, but I still respect and love you for who you are.


When no one makes me feel like you do
Even though I know you are unfaithful, your love and presence in my life are irreplaceable.


I know you got charm and appeal You always play the field
I am aware that you are a charming, seductive person who enjoys playing 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 bottom-line
Despite your unfaithfulness and the chaos you bring, I am still devoted to you and will always have a place for you in my heart.


Upside down Boy, you turn me Inside out And 'round and 'round
You continue to whirl my world around, pulling me in different directions and confusing my heart.


Upside down you're turning me You're giving love instinctively Around and 'round you're turning me I say to thee respectfully
Your love is still turning me upside down, but I will always approach you with respect and devotion.




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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