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 Chords: A Deep Dive into Dorian Tonality
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 them down and see what Nile Rodgers has put together.
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 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.
When the verse arrives, the song modulates up to Bbm, which also has a Dorian quality. In a way, 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
Play along with the original recording until you feel comfortable. As a professional guitarist, you’ll likely play Upside Down for years—I guarantee it!
Here’s a chord chart.
Upside Down Chord Chart | PDF + iReal Pro
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 a way to improve my layout!
Diana + Nile = Success
Behind Upside Down are two musical icons—Diana Ross and Nile Rodgers, along with his band Chic. Both already had an incredible number of hits to their names when they teamed up.
Berry Gordy, Diana’s longtime champion, saw the potential in this collaboration. Once Nile was on board to write and produce the album Diana, magic happened. Together, they created two of the greatest disco anthems ever: Upside Down and I’m Coming Out.
What’s most interesting to me about Diana is that as iconic as those two tracks are… the rest of the album is, how do I put this… filler.
Want to dive deeper into the legacy of these three legends and the songs that defined them? Follow the links above.
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