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*
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