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In Upsy Down town
The sky is in the sea
The sea is in the sky where the skye should be
The rain is falling up
Instead of falling down
Down, in Upsy Down Town
In Upsy Down town
The sky is in the sea
The rabbit's in the nest where the birds should be.
You walk upon your nose
Instead of on your toes
Down, in Upsy Down Town
There's a chocolate cake is white as snow
The more you eat, the bigger it grows!
You walk upon your nose
Instead of on your toes
Down, in Upsy Down Town
I first heard this song on Playschool when I was a child. I believe the lyrics were written by Al Johns, Jack Perry, and Harry Sims.