Songfacts®:

• Bernard Edwards and Nile Rodgers wrote and produced "Upside Down." 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 that the tune was actually inspired by Ross' desire to experiment with her career and have some fun.
• "Upside Down" 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."
• This is a key song in the season 5 premiere of Stranger Things ("Chapter One: The Crawl"). The gang uses it as a secret code to surreptitiously share their plans to infiltrate the Upside Down, a dark alternate dimension where the show's main villain lurks.