Upside Down
X3 Lyrics


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I always get this funny feeling
Every time you turn around
It's like I'm walking on the ceiling
Both feet off the ground

And it's so right but feels so left
Upside down like I'm losing my head
'Cause I know where my heart belongs–
With you again

So I say hey
I'm crazy into you
And I say hey
Every minute's overdue
And I can't wait
No I don't care I'll do what it takes
Driving all night, catch the first flight
Just to see you, I'll explain

You got me like upside down
You standing there I swear my whole world is turned around
I can't believe you're here
I was looking in the crowd
But you're here now
You standing there I swear my whole world turned around
You got me upside down

Do do do do do do do do
Do do do do do do do do
You got me upside down
Do do do do do do do do

I'm upside down

Tell me how am I supposed to act like everything's okay
It's like I jump without a parachute right into a tidal wave

I'm so mixed up
There's no doubt
Got me feeling like I'm inside out
It's funny when I'm here with you
I wouldn't change a thing

So I say hey
I'm crazy into you
And I say hey
Every minute's overdue
And I can't wait
No I don't care I'll do what it takes
Driving all night, catch the first flight
Just to see you, I'll explain

You got me like upside down
You standing there I swear my whole world is turned around
I can't believe you're here
I was looking in the crowd
But you're here now
You standing there I swear my whole world turned around
You got me upside down

Do do do do do do do do
Do do do do do do do do
You got me upside down
Do do do do do do do do

I'm upside down

You got me spinning
From the moment you walked in the room
There's nothing I can do but fall for you

Oh you got me like upside down

Oh you got me like upside down

You got me like upside down
You standing there I swear my whole world is turned around
I can't believe you're here
I was looking in the crowd
But you're here now
You standing there I swear my whole world turned around
You got me upside down

Do do do do do do do do
Do do do do do do do do
Oh whoa
You got me upside down
Do do do do do do do do
Whoa oh
Upside down
Do do do do do do do do
Oh whoa
Do do do do do do do do




Do do do do do do do do
I'm upside down

Overall Meaning

The song "Upside Down" by X3 is about the singer's love for a certain person that turns their world upside down. The song opens with the singer explaining how they feel every time their loved one is around. They feel like they are walking on the ceiling, with both feet off the ground. Despite being such an unusual feeling, it also feels so right that they know their heart belongs with this person. However, the feeling is so intense that it makes the singer feel like they are losing their head. They are upside down, and everything feels topsy-turvy.


In the chorus, the singer is so crazy about their loved one that they are willing to do anything to be with them. They can't wait any longer, and they are ready to catch the first flight, driving all night just to see their loved one. They are upside down, spinning, falling for this person the moment they walked in the room. The singer's world is turned around, and they can't believe that their loved one is finally here.


In the second verse, the singer admits that they are so mixed up being around this person, but they wouldn't change anything. They feel like they are inside out, but when they are with their loved one, it's a feeling like no other. The chorus repeats, emphasizing once again that the singer is upside down, spinning, and falling for their loved one.


Line by Line Meaning

I always get this funny feeling
Whenever you're around, I get a strange feeling within me.


Every time you turn around
Every time you appear or look back.


It's like I'm walking on the ceiling
I feel incredibly happy and light, like I'm on cloud nine.


Both feet off the ground
I feel like I'm flying, as if nothing in this world can stop me.


And it's so right but feels so left
I feel a sense of rightness or correctness, but also feel like something is not quite as it should be.


Upside down like I'm losing my head
I feel like I'm spinning or turning upside down, and it's making me feel dizzy or confused.


'Cause I know where my heart belongs
I know deep down in my heart that I belong with you.


With you again
Together with you, like we used to be.


So I say hey
I want to express how I feel.


I'm crazy into you
I'm completely in love with you and can't help how I feel.


And I say hey
I want to say it again, how much you mean to me.


Every minute's overdue
I feel like I've been waiting too long for this moment to happen.


And I can't wait
I'm impatient and eager to see you.


No I don't care I'll do what it takes
I'm willing to go to any lengths or distance to see you, no matter what it takes.


Driving all night, catch the first flight
I'll stay up all night and take the first available flight just to see you.


Just to see you, I'll explain
I want to tell you in person how much I feel for you and what's been going on in my heart.


You got me like upside down
You have me feeling completely turned around in my emotions and my whole world.


You standing there I swear my whole world is turned around
Just by you being here, you've completely turned everything in my life around and made it better.


I can't believe you're here
I can't believe that you're really here in front of me.


I was looking in the crowd
I was searching and scanning the crowd, hoping to see you.


But you're here now
But now that you're here, everything feels right and I'm complete.


You got me spinning
You have me completely caught up and infatuated with you.


From the moment you walked in the room
From the moment you entered the room, my attention was completely on you.


There's nothing I can do but fall for you
I can't help but fall in love with you, no matter what I do or try.


Oh you got me like upside down
You have completely flipped my world over and have me feeling disorientated and confused in love.


Do do do do do do do do
Musical filler.


Oh whoa
Musical filler.


Do do do do do do do do
Musical filler.


Whoa oh
Musical filler.


Upside down
My life is feeling completely turned around and unpredictable right now, but in a good way.




Writer(s): Bernard Edwards, Nile Rodgers

Contributed by Wyatt P. Suggest a correction in the comments below.
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