Ernie: Hey, Bert!

Come fly with me in an upside-down world!



(Bert: Whaaa!)



There's so many strange things to see! (laugh)

There's upside-down people who walk down the street

With upside-down shoes on their upside-down feet

In an upside-down world



(Bert: Ernie!!)



In an upside-down world



(Bert: Ernie, I don't feel so good)



Ernie: Whee!

It's fun to be in an upside-down world

There's fish that fall out of the sea



(Bert: Uh oh!)



There's upside-down clocks that make everyone late!



(Bert: Aaah!)



Upside-down food that won't stay on your plate

In an upside-down world (laugh)

In an upside-down world!



There's upside down everything all over town

It all looks so funny that I've got to frown

'Cause a frown is a smile when it's turned upside-down

In an upside-down



(Bert: What side down?)



Ernie: Upside-down world.



Spoken:

Ernie: Hey, Bert, how'd you like to take over the controls?



Bert: No! No! Never in a million years!



Ernie: Yeah, Bert, it's really easy!



Bert: No! No!



Ernie: Hey, Bert, I'm going to trade places with you!



Bert: What?? What, no, Ernie!



*sound of airplane listing to one side badly*



Bert: *laugh* Hey, Ernie, this is fun! *laugh*



Ernie: We don't have time for fun now, Bert! We've gotta find Big Bird!



Bert: Oh!



Sung:

Ernie: There's upside-down everything all over town

It all looks so funny, that I've got to frown

'Cause a frown! Is a smile! When it's turned upside-down!

In an upside down, what side down?, whoops side down, oops side down, what side down, upside down woooooorld!!!!!



Spoken:

Ernie: Oh no, I think you've lost him, Bert!



Bert: I'VE lost him???



Ernie: Yeah, while you were singing, Bert!



Bert: But ... you were singing too, you always do this to me!



Ernie: Why don't you just turn the plane around?



Bert: You, you, you drive it!!



Ernie: Would you just turn the plane around?



*fading voices*