Upside Down | Chords + Lyrics
Intro
| N.C | Bb B C | F Gm |
| Bb B C | F Gm |
||: Bb B C | F Gm :||
I said upside down you’re turning me, you’re giving love instinctively.
Round and round you’re turning me.
Chorus 1
| Bb B C | F Gm | Bb B C | F Gm |
Upside down, boy you turn me. Inside out and round and round.
| Bb B C | F Gm | Bb B C | F Gm | 2/4 Bb B C |
Upside down, boy you turn me. Inside out and round and round.
Verse 1
| Bbm7 | Bbm7 |
Instinctively you give to me, the love that I need.
| Bbm7 | Bbm7 |
I’d cherish the moment with you.
| Bbm7 | Bbm7 |
Respectfully I say to thee, I’m aware that you’re cheating.
| Bbm7 | 2/4 Bbm7 |
When no one makes me feel like you do.
Chorus 2
Upside down, boy you turn me. Inside out and round and round.
Upside down, boy you turn me. Inside out and round and round.
Verse 2
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 bottom line.
Chorus 3
Upside down, boy you turn me. Inside out and round and round.
Upside down, boy you turn me. Inside out and round and round.
Verse 3
Instinctively you give to me, the love that I need.
I’d 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 4
||: Bb B C | F Gm | Bb B C | F Gm :||
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, round.
Outro
||: Bb B C | F Gm | Bb B C | F Gm :||
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.
Instrumental end
||: Bb B C | F Gm | Bb B C | F Gm :|| x5 to fade
Upside Down Backing Tracks | Chord Analysis
Above, you’ll find backing tracks to use when learning Upside Down. I’ve used stem separation to extract the guitar while keeping the drums, bass, keys, horns, and vocals intact.
After studying the chords and TAB, use my backing tracks to prepare for playing this tune with a band.
Should you want to play along with the original recording instead, you need to tune your guitar sharp to 443Hz. In the backing tracks, I’ve done this job for you by tuning it to 440Hz.
Chord Progressions – What’s Going On?
The chords in Upside Down are easy to remember and seem simple, but that doesn’t mean they aren’t harmonically clever. Let’s break down what Nile Rodgers put together.
Chorus
Here’s the chorus progression:
||: Bb (IV) B (#IV) C (V) | F (I) Gm (II) :||
The B chord acts as a chromatic passing chord, while the others follow a diatonic structure: IV – (#IV) – V – I – II.
Since the I chord (F) appears in the second bar, the song doesn’t feel firmly rooted in F major. Instead, it feels more centred around Gm (II), suggesting a Dorian tonality. This might seem unusual, as Gm lands at the end of the bar, but it still feels like the home chord, perhaps because Lydian (IV) and Mixolydian (V) are naturally unsettled.
Verse
When the verse arrives, the song modulates up to Bbm, which also has a Dorian quality. In effect, Upside Down moves between G Dorian and Bb Dorian.
When playing the chords, experiment with CAGED shapes, keeping to a maximum of three strings at a time. The most effective voicings are:
- A-shape for Bb, B, C
- E-shape for F
- Em-shape for Gm
You’ll likely end up using these shapes throughout, but exploring other shapes can add new colours. You’ll also want to experiment with adding rhythmic variations to the basic part (see the TAB lesson further down this guitar lesson).
Here’s a handy chord chart.
Upside Down Chord Chart | PDF + iReal Pro Download
Download this chord chart as a PDF or in the more flexible iReal Pro format. You probably won’t need to change the key, but you might find ways to improve my layout!
Upside Down | TAB
Let’s work our way through a bunch of TAB examples, continuously adding more, but before we get to that, here’s the intro, which is played in sync with the hi-hat.
Intro
Notice how the strums are only on two strings when going up.
Chorus
The first example is basically what Nile plays. He does vary it later on, but if you stick with this, you’ll create space in the arrangement.
For idea 2, we add a muted strum and a C on string 5 for the F chord. By the way, make sure the last two chords only have two strings; it sounds much better than three.
For idea 3, we add more muted strums and a little picking lick at the end that I like—Nile doesn’t do this.
In idea 4, even more muted strums are added, and some rhythms are slightly different—for example, the Bb on beat two is now earlier. We also move the last Gm and play mostly two strings.
For idea 5, we return to listening to Nile and find what he does on beat 1. The lick on beat 4, which we included in the previous example, is still there—it’s taken from the piano. I’ve also included the transition to the verse in this example.
Verse
Here we mainly hold a Bbm7 chord, but licks can be incorporated, and the chord can change extensions. You want to make this part “floaty,” so experiment with delays, chorus, phaser, etc.
Outro
During the outro, we mainly play this:
Listening to the original recording, there is a lot of improvisation going on as well, so as soon as you’ve got this down, start loosening up.
When you can play all the TAB comfortably, go back to the backing tracks and use only the chord chart as a guide while you play along with Nile’s band and Diana on vocals.
Diana + Nile = Success
Behind Upside Down are two musical icons—Diana Ross and Nile Rodgers, along with his band Chic. Both already had an impressive string of hits when they teamed up.
Berry Gordy, Diana’s longtime champion, recognised the potential of this collaboration. Once Nile came on board to write and produce the Diana album, magic happened. Together, they created two of the greatest disco anthems ever: Upside Down and I’m Coming Out.
What’s most interesting is that, as iconic as these two tracks are… the rest of the album is, how shall I put it… filler.
Upside Down Chords: Continue Learning
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