Upside Down

Album: diana (1980)
Charted: 2 1
Play Video

Songfacts®:

  • Bernard Edwards and Nile Rodgers wrote and produced this. They are the duo behind the disco group Chic in the late '70s. The upbeat song finds the singer sticking with a cheating lover because he keeps their romance exciting, turning her emotions upside down and inside out. Rodgers explained the tune was actually inspired by Ross' desire to experiment with her career and have some fun.
  • This was Diana Ross' biggest hit as a solo artist. Aside from topping the US R&B, Dance, and Hot 100 charts, the song landed in the top 5 on several tallies throughout the world, including more #1 entries in Australia, Italy, and New Zealand and a #2 spot in the UK.
  • Ross met the production duo backstage at a Chic concert in Santa Monica, California. "Diana couldn't believe the crowd reaction," Rodgers recalled to Billboard magazine. "She said, 'I haven't seen this since the Jackson 5.' She was backstage, dancing and into it. 'My kids made me come and see this show, all they were talking about was Chic, Chic, Chic. That's what I want my record to sound like.'"
  • After she released Diana, Ross left Motown and signed with RCA for a landmark $20 million deal. She released six albums through the label, starting with Why Do Fools Fall In Love in 1981, before returning to Motown in 1989 and reuniting with Rodgers for the album Workin' Overtime.
  • Ross, who felt her voice was overshadowed by the instrumentation on some of the tracks, demanded changes from the producers. Rodgers and Edwards made minor edits to appease her and told Ross if she still didn't like the songs, she'd have to remix them herself. They were shocked when Ross actually took them up on the offer. With the help of Motown producer Russ Terrana, she remixed the entire album, adding emphasis to her vocals. Rodgers was furious but ultimately relented on the condition that he and Edwards wouldn't be credited for the new mixes.

    "We don't want the public to assume that these are our mixes," he explained in a Billboard interview. "The basic problem was that we had two different concepts of what her voice should sound like. She hears her voice in one way and we hear it in another way. When it got a point where she wanted her voice to sound a certain way, we couldn't take the responsibility for it because that's just not how we make records."
  • Michael Jackson occasionally joined Ross on stage while she sang this at her live concerts in the early '80s, including her TV special Diana in 1981.
  • Salt-n-Pepa sampled this on their 1996 song "Upside Down ('Round-N-'Round)." That same year, MC Lyte also sampled it on her hit "Cold Rock a Party."
  • Ross performed this with Jamiroquai at the 1997 Brit Awards ceremony.
  • Mercedes-Benz used this in a 2013 commercial to promote the automobile manufacturer's "magic body control" stability function, which was proven by a bunch of chickens grooving to the tune while their heads remained stationary.
  • Several members of Chic contributed to the track, with Edwards on bass, Rodgers on guitar, Tony Thompson on drums, Raymond Jones and Andy Schwartz on keyboards, and Alfa Anderson and Luci Martin on backing vocals. The song also featured the signature Chic Strings from Karen Milne, Valerie Heywood, and Cheryl Hong.
  • This was used on the TV drama Scandal in the 2015 episode "Yes."

Comments: 11

  • Tico from Madison FliridaTo Dianne from Fort Benning Georgia: What's wrong with the cheating part of the song? If you're married your husband cheats on you, if you have a boyfriend, he cheats simple as that. American men love to cheat, it's as American as apple pie. If you're married or with a significant other and walking together down the street, and you look at someone with lust in your blood, you're cheating. Men cheat more than women because men, as a general rule carry the cheating gene, women just want to have fun. Get over yourself.
  • Nathan Zane Jones from Fabulous Northernmost New JerseyThe song has energy as did the best Supremes' songs. The Chic mix, in my opinion, is rawer and sung more succinctly than Diana rerecorded it. Listen to Diana's voice, it lives on its own throughout the song; she sounds alive and on-her-own. She is young, energetic, soulful and professing joy and excitement. On a McIntosh Sound System, Ross sounds eternal and blessedly happy! The songs takes on a life of its own.
  • Anton from EarthWas the music used in a very cute Mercedes Benz car commersh touting the suspension's magic body control, starring a bunch of chickens because they try to keep their head stationary whilst their body moves, check it out - https://www.youtube.com/watch?v=zFbSAOZBVQU
  • Paul from Detroit, MiDianne and Mike: your posts made me laugh out loud! While it took me a long time to actually listen to this song, without immediately switching the station, once I heard it in it's entirety, I WAS HOOKED! :)
  • John from Nashville, TnUpside Down looked like it was going to be a flop at first. It debuted on the Billboard pop charts at #82. It struggled for six weeks before it moved to #49. Then to everyone's surprised, it jumped from #49 to #10.
  • John from Nashville, TnThis song was originally written for Aretha Franklin. Bernard Edwards and Nile Rodgers were supposed to produce her last Atlantic album, but she wanted too much creative control. Thus this union never happened.
  • Mike from Long Island, NyI can't agree more with Dianne.Probably the worst song I have ever heard in my life. When it comes on the radio I don't turn it off, I listen and wonder why anyone in the world would like this song.
  • Marc from LondonSounds like rock solid 4/4 to me Mark. Of course, the strum pattern from Nile Rodgers' rhythm guitar is anything but simple - could that be what you are refering to?
  • Mark from Lancaster, OhThis song has one of the most complex beats in popular music. I always liked it.
  • Dianne from Ft. Bening, GaI absolutely detest this song and can't understand why someone as awesome as Diana Ross recoreded it. "Respectfully I say to thee, I'm aware that you're cheatin'" -- WHAT?! Why be respectful to someone who's cheating on you? And what's this "thee" business? The lyrics stink and the music sucks!
  • Markos from Athens, GreeceThis was from the most succesful Diana's solo album, "Diana", her last at Motown label, before she moved to RCA Records (for North America) and EMI / Capitol for the rest of the world.
see more comments

Editor's Picks

Songs in Famous Movie Scenes: '80s Edition

Songs in Famous Movie Scenes: '80s EditionMusic Quiz

You know the scenes - Tom Cruise in his own pants-off dance off, Molly Ringwald celebrating her birthday - but do you remember what song is playing?

La La Brooks of The Crystals

La La Brooks of The CrystalsSong Writing

The lead singer on "Da Doo Ron Ron" and "Then He Kissed Me," La La explains how and why Phil Spector replaced The Crystals with Darlene Love on "He's A Rebel."

Boy Bands

Boy BandsFact or Fiction

From NKOTB to 1D, how well do you know your boy bands?

JJ Burnel of The Stranglers

JJ Burnel of The StranglersSongwriter Interviews

JJ talks about The Stranglers' signature sound - keyboard and bass - which isn't your typical strain of punk rock.

Prince

PrinceFact or Fiction

Prince is shrouded in mystery, making him an excellent candidate for Fact or Fiction. Is he really a Scientologist? Does he own an exotic animal?

Dave Mason

Dave MasonSongwriter Interviews

Dave reveals the inspiration for "Feelin' Alright" and explains how the first song he ever wrote became the biggest hit for his band Traffic.