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Upside Down






May 22, 1980


December 1979

"Upside Down" is a hit song by Diana Ross released on the Motown label. It was the first single taken from her 1980 album diana and hit number 1 on the Billboard Hot 100 on 6 September 1980. It also hit number 1 on the Billboard Disco/Dance and R&B charts. The single was released a full 4 weeks after the album was released.

In its third week on the Billboard Hot 100, it made a dramatic leap into the Top 10 (*49-*10). It held down the number 1 title for 4 weeks.

The single was also a big hit internationally, topping the singles charts in Sweden, Italy, Norway and Switzerland, while reaching number 5 in Canada. It also rose to number 2 on the UK Singles Chart, marking the highest peak performance from Ross as a solo artist since "I'm Still Waiting" in 1971.

The song listed at number 62 on Billboard's "Greatest Songs of All Time".


The song was written by Bernard Edwards and Nile Rodgers (of the band Chic). In a 2011 interview, Nile Rodgers said "Diana Ross was the first big star we ever worked with and we took it very seriously." Rodgers and Edwards interviewed her for several days. "This was the first time in her life somebody cared about who she was; what she was - everyone previously had treated her the way we had treated Sister Sledge - they got her in and said 'Sing this'. We (took a more personal approach)."

The song would be later covered and sampled by the likes of Salt-N-Pepa, Kid Rock, Missy Elliott, Alcazar, Puff Daddy, Collette and MC Lyte, who had a hit under the "Upside Down" sample in Lyte's 1996 hit, "Cold Rock a Party (Remix)". The Salt-N-Pepa version was featured on the Space Jam soundtrack.

The song was later covered by Destiny's Child during a tribute show honoring Ross and her career on a VH1 Divas special. Their version is featured on their album Single Remix Tracks.

In 1994, the song was used in Mickey's Fun Songs: Let's Go to the Circus with a different arrangement and lyrics.

In 1997, Ross performed the song live with British band Jamiroquai at "The Brit Awards" ceremony.

Upside Down was also covered and released as a single in late 2001 by Australian R & B girl group X3 (Times Three). It followed the release of their first single, and album, 'Girl Like Me'. The song received healthy airplay and was promoted well in Australia but did not chart well.

In 2001, contemporary jazz/fusion group Pieces of a Dream offered their version from the release "Acquainted With the Night."

In 2004, Alcazar sampled "Upside Down" in their song "This Is the World We Live


How do I love thee? Let me count the ways...

Infinity to infinity plus two days

I prays for my sanity to remain sane

All in vain and I don't even know your name

Supreme you reign, Sire, Your Fine-ness

Desire burn like fire I admire

How you take me higher with them triceps

Cuts got me nuts, trippin' off them biceps

So what's the 411, hon? You got the fade

The brothas crave, I praise God you was made

Bring the drama to mama, let it rain

Show you right, take it in stride as we ride Lovers Lane

You left a stain on my brain, love

Yeah, the kind of brotha other girls can only dream of

Did ya lead the pack? Needle in a haystack

Diamond in the rough, yeah can't get enough


Upside down, boy, you turn me

Inside out, round and round

Upside down, boy, you turn me

Inside out, round and round and round

Me and my peeps be clockin' the block for your jeep

Keep checkin' for ya, we can't sleep runnin' the streets

You freakin' me ??? in the marriage

Here come Salty with the baby carriage

So tell me what does it take for you to recognize

Fate's sendin' you my way? I'm destiny's highway

The kissin' got me dissin', them other heads has barely got a clue

And you know how we do, yeah

You give me a run for my money and break a sweat

Playin' hard-to-get, give up the paycheck

I'm comin' for you, I'm comin' through

With the force of ten men, I wanna be no friend

As I perceive a need to please ya

I wanna squeeze ya and wanna tease ya, ease ya mind on wine

And relaxed, turn your hat to the back cuz I'm here, oh yeah


What's goin' on? I'm buggin' all of a sudden

Thought I was into (shhh...), losin' my grip

'Bout to flip, nah, they can't see me slip

They had me quick up in a tabloid clip like this

Big time headlines: Pep Losin' Her Mind

Straight up, no diggity, use a dime

Got my life all changed, rearranged like I'm derranged

Baby, baby, you make me crazy