The Upside Down Show

The Upside Down Show is an Australian children's television series produced by Sesame Workshop and Noggin LLC for Nickelodeon. It originally aired on Noggin, a cable channel that initially launched as a joint venture between Nickelodeon and Sesame Workshop. The series was the recipient of a 2009 Logie Award,[1] and also won the Creative Craft Daytime Emmy Award for Main Title Design,[2] and a Parents' Choice Award Silver Honor for Television.[3]

The Upside Down Show
GenreChildren's television series
Comedy
Created byBelinda Ward and David Collins & Shane Dundas
Written byBilly Aronson, Judy Freudberg, Tony Geiss, Joey Mazzarino, Luis Santeiro, P. Kevin Strader, Belinda Ward, John Weidman
Directed byPeter Cudlipp, Julie Money
StarringDavid Collins, Shane Dundas, Amanda Bishop
Voices ofMat McCoy, Adam Smillie
Narrated byAdam Smillie
Composer(s)David Chapman
Country of originAustralia
Original language(s)English
No. of seasons1
No. of episodes13
Production
Executive producer(s)Michael Bourchier, Kurt Mueller
Producer(s)Wendy Gray
Production location(s)Sydney, New South Wales, Australia
CinematographyIan Jones
Editor(s)Simon Martin
Camera setupboth Single-camera and Multi-camera
Running time24 minutes
Production company(s)
Distributor
Release
Original network
Picture formatNTSC 480i
Audio formatStereo
Original releaseOctober 16, 2006 (2006-10-16) –
February 2, 2007 (2007-02-02)

Summary

Shane Dundas and David Collins, The Umbilical Brothers, play brothers who live together in a strange house with a variety of unusual rooms en route to a place they go to for the very first time. When they arrive at their destination, a fast-motion sequence of them visiting the place is shown.

Characters
  • David – Played by David Collins. He has super-sensitive hearing and a super-sensitive sense of smell. He plays the drums in The Talking Airheads band with an imaginary cowbell attached to an imaginary cow named Clarabelle The Clinking Clanking Cowbell Cow.
  • Shane – Played by Shane Dundas. He is David's brother. He plays the guitar in The Talking Airheads Band.
  • Mrs. Foil – Played by Amanda Bishop. She is the boys' neighbor. She is blonde and wears brightly-colored clothes. She can play the tuba.
  • Puppet – He lives with the brothers and often assists them in their antics. He sometimes appears to be more rational than Shane and David but is often just as silly as the boys. He has a cousin named Mary Annette. Puppet is performed and voiced by puppeteer Mat McCoy. Puppet was built by Puppet Heap. He is the song writer for The Talking Airheads Band. He speaks in American English accent.
  • The Schmuzzies – They come in a wide range of bright colors and speak a language called Schmuzzish ("Schmello, Schmuzzies!"). Shane sometimes appears to be apprehensive of the creatures, while David maintains a good rapport with them and is fluent in their language (which he studied for seven years, "part-time"). They sing and play the marimba in The Talking Airheads Band. The Schmuzzies were built by Puppet Heap.
  • Fido the Fly – Fido is Shane's imaginary pet fly who lives behind a tiny door in the boys' apartment. Fido communicates to Shane by buzzing (voiced by Shane). He is an avid tennis player. He plays the trumpet in The Talking Airheads Band.
  • The Voice – Voice of Adam Smille. An authoritative male voice sometimes speaks to Shane and David, generally reminding the duo to knock before entering a room. The Voice sometimes demands specific types of knocks before giving the boys consent to enter a room.
  • Action Fingers – Occasionally Shane and David need to call upon the resources of two rough-and-tumble figures, Knuckles (on Shane's left hand) and Pointy (on David's right hand). These two-digit adventurers are performed by Shane and David when they "let their fingers do the walking" over various props and scenery. They serve as the show's superheroes. Their name is also a pun on "action figures", the male version of a doll.
  • Bob the Blanket – Bob is a small, white blanket belonging to David (who also performs his voice). He speaks in a rough voice with an American accent and employs a sardonic wit. Bob only appears in "Barbershop" and very briefly in "Camping."
  • Spot the Chair – Spot is David's pet chair who plays a game called, "Fly on the Chair" with Fido, who he is good friends with. He only appears in "Pet Shop" and very briefly in "Picnic."

Production and broadcast

The show premiered on both Noggin and Nick Jr. Australia in 2006.

In 2006, in a New York Post interview, Shane Dundas expressed doubts about the return of the show for a second season.[4]

Episode structure

Before title sequence

Each episode begins with a cold opening showing one or both brothers in the middle of an activity. David introduces "The Remote" by pretending to be holding a remote control. He explains that The Remote can control the action on-screen. He demonstrates by pressing various buttons, which control Shane's actions. The remote also has buttons such as "Humongous" and "Minute" that cause some strange and/or undesired effects. David offers The Remote to the viewer and "hands it over" by reaching off-screen downward. The brothers direct the viewer to "press the Play button" to start the episode. This results in the viewer accidentally pressing the wrong button and putting the brothers in a bizarre situation. The brothers encourage the viewer to fix the situation by pressing a button for the opposite effect and then press Play. Shane (and sometimes David) will commonly say "Whatever you do, don't press the (same wrong button the viewer pressed before)," resulting in a repeat of the same bizarre situation before the viewer is again encouraged by the brothers to press the same opposite button as before for the same opposite effect. Finally, the boys encouraged the viewer to press play which they do, starting the show.

Title sequence

The Action Fingers perch on the title, which is flipped upside down. Pointy reads the title as "Down Upside", realizing the mistake, they turn the title the right way up. After jumping off the title, Pointy and Knuckles run and jump over the words "Starring David Collins and Shane Dundas" then the words "Created by Belinda Ward and Shane Dundas & David Collins" drop as the Action Fingers continued running before kicking the words and running up to the red door, Knuckles knocks the door and Pointy opens it showing Shane and David's apartment.

Plot structure

The central objective of each episode is for Shane and David to get to a certain location. They spend the episode adventuring through the various red doors in their apartment, as well as searching other places. The brothers occasionally request help from the viewers, asking them to press buttons on their remote. Their journey takes them to "Wrong Turn" rooms. In at least one of the rooms, they encounter a child who teaches them something and sets them on the correct path. Eventually, they locate their destination "for the very first time" and visit the place in fast motion.

Ending

The show ends with the brothers back in their apartment. During the last few minutes of the show, they give the viewer an imaginary souvenir to thank them for their help throughout the episode.

Running gags

There are a few running gags in the show. The main one is the "Upside-Down" button; when this button is pressed the viewpoint shifts to an upside-down shot. One of the boys asks the viewer to press the "Right Side Up" button, at which point the viewpoint rights itself.

Episode guide
  • The Upside Down Show has 13 episodes. All of them can be watched on the Umbilical Brothers' YouTube channel.
Episode #TitleDirected byWritten byAir dateProduction code
1"Movie Theater"Julie MoneyJoseph Mazzarino16 October 2006 (2006-10-16)811

  • Story: Shane and David make a film, then search for the movie theater to watch it.
  • Wrong Turns: Laundry Room, Dance Studio, a room with only one chair
  • Opening Activity: Polishing a Snooglenook
  • Remote Buttons: Light/Dark, Stumble, Play, Fast Folding (used in the Laundry Room), Rewind, Instant Replay, Fast Forward, Upside Down/Right Side Up, Start the Movie (not pressed), Record (mentioned when David gives the viewers a camera as a souvenir)
  • Instant Replay: To show Mrs. Foil that the Action Fingers messed up her laundry instead of Shane and David and to show the girl's dance moves
  • Vocabulary: Stupendous (really great)
  • Puppet: Puppet directs the brothers while filming their movie.
  • Schmuzzies: The Schmuzzies play a rhyming game with the boys, and appear at the end watching Shane and David's movie.
  • Action Fingers: In the laundry room they rescue Barbara, a sock caught in a lint trap.
  • Souvenir: Camera
  • End Credits: Shane and David make more movies, in which they do a King Kong reference.
2"Barbershop"Julie MoneyJudy Freudberg17 October 2006 (2006-10-17)812

  • Story: After visiting the "Very Hairy" room, Shane is apprehensive about getting a haircut. David and his blanket, Bob, help Shane get to the barbershop.
  • Wrong Turns: Very Very Hairy Room, Hairbrush Room, Concert Room
  • Opening Activity: Using the Remote
  • Remote Buttons: Up/Down, Tongue In/Tongue Out, Dancing/Stop Dancing, Ditty, Upside Down/Right Side Up, Instant Replay, Fast Fast Fast Forward, Blow Dry, Rewind, Fast Forward, Play
  • Vocabulary: Apprehensive (nervous), Ditty (a very short simple song), stalling (delaying)
  • Puppet: Puppet pretends to be scissors and sings "Figaro"
  • Schmuzzies: David asks a group of Schmuzzies if they've seen Shane, which they haven't and they moved into Shane's longest hair because they think it's the Very Very Hairy Room.
  • Instant Replay: Replaying Jade Barbar brushing her hair
  • Mrs. Foil's Funny Expression: Shane mentions vacuuming her.
  • Souvenir: Stickers
  • End Credits: Shane and David keep giving each other stickers.
  • Trivia:
    • Jade Barbar appears in all three rooms, as well as the barbershop itself.
3"Art Museum"Julie MoneyBilly Aronson18 October 2006 (2006-10-18)813

  • Story: Unable to find a place to hang his newly created masterpiece, Shane, along with David, searches for the art museum to hang it in.
  • Wrong Turns: Sticky Room, Fog Room, Museum of Finger Painting
  • Opening Activity: Bananas
  • Remote Buttons: Humongous/Minute, Jiggle (Opening), Wiggle (Opening), Smaller (Opening), Bigger (not pressed), Unstick (used in the Sticky Room... which gets stuck for a short time), Rewind, Fast Forward (Opening), Instant Replay, Pause, Play, Slow Motion, Fog Light (used in the Fog Room), High Voice (used in the Fog Room) Upside Down/Right Side Up.
  • Vocabulary: Humongous (really, really big)/minute (really, really small) (seen in the intro), moat (a big hole that's filled with water)
  • Action Fingers: They fingerpaint.
  • Instant Replay: To see the boy mix red, blue, and gold finger paint to make a color called "gurple."
  • Fido the Fly: Fido lands on Shane's hand, compliments his painting, then pulls open the shelf containing the Museum of Finger Painting. Other pets mentioned: Bruno the Elephant and a Porcupine.
  • Schmuzzies: They are part of the tour group at the art museum. When Shane despairs over not being able to hang his picture, he makes a reference to the Schmuzzy Art Museum, though it never appears in the episode.
  • Puppet: When Shane and David try to hang the picture on a door, they keep getting interrupted by Puppet opening the door and saying, "Ta-da!" He is practicing making grand entrances. At the end, after Shane and David have given the viewer imaginary paints from a box, Puppet pops out of the box and again says, "Ta-da!". Puppet says he has been using Burmese-Kumquat-Lavender paint to dye his hair. Shane and David laugh until Puppet realizes the viewers have pressed the Pause button by mistake.
  • Mrs. Foil's Funny Expression: "See you later, Alligators."
  • Souvenir: Paint set with sky blue, ruby red, Lithuanian lime, Transylvanian turquoise and Lebonese-kumquat lavender paint.
  • End Credits: Shane and David chat with Puppet.
  • Trivia
    • This marks Fido the Fly's first appearance.
    • The part where Shane opens the door to the Stuff Closet... I mean, the Art Museum and where David tries to keep Shane from opening it, resulting in David tumbling inside, was played in slow motion, even though the Slow Motion button was pressed in the opening skit.
4"Pet Shop"Peter CudlippTony Geiss19 October 2006 (2006-10-19)814

  • Story: Learning for a relationship like the one between Fido and Shane, David decides he needs a pet. They look for the pet shop.
  • Wrong Turns: Puppy Room, Parrot Room, The Moon
  • Opening Activity: Juggling Cereal Bowls
  • Puppet: Puppet volunteers to be David's pet, imitating a dog, a cat, and a giant squid. David says he thinks of him more as a friend. Later, Puppet makes some suggestions on what type of pet David should get. Puppet appears on the moon.
  • Remote Buttons: Rotate, Ditty, Really Excited (used in the Puppy Room), Instant Replay, Rewind, Fast Forward, Slow Motion (Opening), Pause (Opening)
  • Instant Replay: To see the dog roll over (rotate).
  • Fido the Fly: Shane and Fido play ping-pong tennis at the beginning of the episode. Later, Fido spends a short moment with Shane, demonstrating tricks. After returning from the moon, he plays loud music while playing the trumpet, the brothers ask Fido if he knows where the pet shop is, which he doesn't. At the end, he plays "Fly on a Chair" with Spot, David's new pet chair.
  • Mrs. Foil Funny Expression: When holding her cat, she says, "His name is Elizabeth," instead of, "Her name is Elizabeth."
  • Schmuzzies: They sing backup for David when the Ditty button is pressed. They then make some suggestions on what pet David should get. They also get amazed by a bright light which turns out to be the Moon after the door opens. Shane doesn't appear to be apprehensive of them.
  • Souvenir: Chair
  • Spot the Blue Chair: Tutorial on what to do with a pet chair.
  • End Credits: David plays with Spot the Blue Chair.
  • Trivia
    • There is no vocabulary.
    • Normally, when the Rotate button is pressed in this episode, the screen rotates once. But upon pressing it to get off of the Moon, the screen rotates repeatedly.
5"Camping"Peter CudlippP. Kevin Strader20 October 2006 (2006-10-20)815

  • Story: After their bedrooms disappear, the boys search for another place to sleep. Whenever the boys think they've found a resting place, it ends up being contrary to their expectations. For example, even though the "Wake up!" room has two beds seemingly meant for sleeping, the room becomes paradoxical when various things begin waking Shane and David up; a rooster begins crowing, various digital and analog alarm clocks begin sounding at the foot of the beds, and a man plays the Reveille military bugle call on a trumpet.
  • Wrong Turns: Snoring Room, "Wake Up!" Room, Shape Room
  • Opening Activity: Horizontal (sideways) and Vertical (upright)
  • Remote Buttons: Horizontal/Vertical, Play, Yawn, Upside Down, Get Out of Here (not pressed), Wake Up! (used near the end), Sneeze (Opening), Horizontal dance (Opening), Rewind, Slow Motion (Opening), Unpause (Opening), Instant Replay
  • Instant Replay: To see the girl on the wheelchair count the number of sides on the shape called Hexagon.
  • Shane's Funny Expression: When David said, "Are you thinking what I'm thinking?" he [Shane] answered, "Albanian Chicken Juice?"
  • Vocabulary: Horizontal (sideways), Vertical (upright), Hexagon (6-sided polygon)
  • Fido the Fly: Fido is seen/mentioned three times. First, David opens the door to Fido's room and Fido goes to bed. Second, Fido's watch alarm is on. Third, Fido is zipped into an imaginary sleeping bag.
  • Puppet: Twice, Puppet needs the brothers to sing him a lullaby so he can sleep and gets an imaginary sleeping bag the next morning.
  • Action Fingers: First, getting behind the door, Action Fingers walk up stairs, open the door, and fall asleep. Second, Action fingers are jumping off stairs, wrong yellow and green lemons, flying toy airplane. Third, walking on a shoulder and cheek, waking Shane and David up.
  • Schmuzzies: The Schmuzzies sing back-up during Puppet's lullaby. Shane isn't nervous around them.
  • Souvenir: Sleeping bag
  • End Credits: Shane and David play with their pretend sleeping bags. (Note: Halfway through the credits, the "Casting FAITH MARTIN, Make Up PEGGY CARTER" part and so on is in white with red text. This is the only time the end credits cut to white early.)
  • Trivia
    • Shane and David do not say, "But whatever you do, don't press or hit the ______ button."
    • No joke buttons were pressed in this episode.
    • The right side up button was not pressed.
6"Picnic"Peter CudlippLuis Santeiro6 November 2006 (2006-11-06)816

  • Story: Puppet, Shane and David take Fido the Fly on his first-ever picnic.
  • Good Choice Food Room: Sandwich Room
  • Wrong Turns: No-Room Room, Wind Room
  • Opening Activity: Tea Party
  • Instant Replay: The boy puts turkey, tomato, and lettuce on another sandwich.
  • Vocabulary: Scrumptious (delicious)
  • Remote Buttons: Fast Forward, Rewind (Opening), Pause (Opening), Inside/Outside, Sandwich (used in the Sandwich Room), Ditty, Hands up/Hands down (Opening), Down the Hatch (Opening), Play, Instant Replay
  • Puppet: Delivery Puppet brings things the boys need for their picnic, while disguising his voice. He then joins the boys. Puppet acts as the ball for their picnic games.
  • Fido the Fly: Fido feels sad because he's the only fly who's never been on a picnic, he's the main character in the episode. He comes along to the No-Room Room and the Wind Room. Fido's fly buddies come for the picnic. He eats tiny sandwiches at the picnic.
  • Schmuzzies: They dance beside Puppet, singing "Happy Fly Ditty." Shane doesn't appear to be apprehensive of them.
  • Souvenir: Kite
  • End Credits: Shane and David fly a kite.
  • Trivia
    • The objects/characters blowing in the Wind Room are the Elephant from the no-room room that we saw earlier in the episode, a Fish from the underwater room in the "Beach" episode, Spot the Chair from the "Pet Shop" episode, Mrs. Foil flying a kite, and an umbrella.
7"Airport"Julie MoneyJoseph Mazzarino7 November 2006 (2006-11-07)817

  • Story: Shane and David volunteer to pick up Puppet's cousin, Mary Annette (a pun on marionette), at the airport, but have to find it first.
  • Wrong Turns: Bird Room, Paper Airplane Room, Word Room
  • Opening Activity: Making a smoothie
  • Remote Buttons: Vibration/Stop the Vibration, Mute/Unmute (Opening), Pause (Opening), Rewind (Opening), Think Hard, Helicopter, Fast-Folding (used in the Paper Airplane room), Parachute (used in the Paper Airplane Room), Landing (used in the Word room), Jump Out of the Book (used in the Word room), Climb the Wall, Head Home (used near the end), Play, Instant Replay
  • Instant Replay: Action Fingers ask to see a girl use sign language to sign the word "plane" again.
  • Shane's Funny Expression: When David said, "Are you thinking what I'm thinking?" he [Shane] said, "Yeah, are you thinking what we're thinking, dancing tonight, you, me, Dave, and ten thousand monkeys?"
  • Mrs. Foil's Funny Expression: "Jumbo jets, donkeys, and tigers."
  • Action Fingers: Two instances. First, Action Fingers crash-land on a paper airplane, search for Mary Annette inside, then refold it for its owner, Mrs. Foil. Second, they help to translate for a girl using sign language in the Word Room.
  • Puppet: Puppet practices "The Traditional Puppet Family Welcome Song."
  • Schmuzzies: They first relay the message that Mary Annette is at the airport and needs to be picked up right away. (Though Shane thinks they are telling him he has made an unfortunate choice of legwarmers and that Mary Annette is in Northern Lithuania.) Later, they attempt to sing backup for Puppet, but start out being too far in front, and then too far in the back of the puppet stage.
  • Souvenir: Binoculars
  • End Credits: Shane and David find things very close with their binoculars.
  • Trivia
    • The Fast Forward, Upside Down/Right Side Up buttons were not used in this episode.
    • There is no vocabulary.
    • Fido The Fly and The Voice are absent, although the former was mentioned by David during the credits.
    • No doors, windows, or drawers were used in the episode.
8"Beach"Julie MoneyJudy Freudberg8 November 2006 (2006-11-08)818

  • Story: After losing the beach ball they were playing with, Shane and David search for the beach to find it.
  • Wrong Turns: Underwater Room, Desert Room, South Pole
  • Opening Activity: Horseback Riding
  • Remote Buttons: Upside Down/Right Side Up, Follow the Leader, Ice Skating (used at the South Pole), Go Home (used near the end), Bucking Broncos (Opening), Photo Finish (Opening), Get Off Your High Horse (Opening), Fast Forward, Play, Instant Replay
  • Instant Replay: Watch the boy put on a jacket.
  • Vocabulary: Perplexed (confused)
  • Fido the Fly: Fido spies the beach ball on the hedge and tries to tell the boys but they don't turn in time to see it. Fido then flies away.
  • Action Fingers: They rebuild Mrs. Foil's sand castle after David and Shane destroy it.
  • Schmuzzies: They see the beach ball rolling along the hedge outside the window, but David and Shane do not turn around in time. They yell, "Schmeach schmall!". Shane thinks that means his teeth are exploding, so David translates for him using a tiny Schmuzzish-English Dictionary.
  • Mrs. Foil's Funny Expression: "Every afternoon at three, bring your own milk. Which reminds me, have you check the teacup? Fiddle-dee-dee!"
  • Souvenir: Beach Balls, 6 to be exact
  • End Credits: Shane and David inflate their beach ball as it grows.
  • Trivia
    • This is the only episode to have the Action Fingers in the "Very First Time" Segment.
9"Marching Band"Julie MoneyBilly Aronson9 November 2006 (2006-11-09)819

  • Story: Shane and David invent imaginary musical instruments [Shane's instrument: CymBanjo (a Banjo with a cymbal attached to it); David's instrument: Scruba (a bent air guitar which makes the sound of a tuba) and set out to join a marching band.
  • Wrong Turns: Funny Music Room, Marching Room, Sky Room
  • Opening Activity: Trying To Relax
  • Remote Buttons: Accelerate/Decelerate, Do-si-do (used in the Marching Room), Sky Dancing (used in the Sky Room), Disco (Opening), and Can-Can (Opening) Play, Stop, Stuck/Unstuck, Upside Down/Right Side Up, Instant Replay
  • Vocabulary: Accelerate (speed up)/Decelerate (slow down)
  • Puppet: Puppet wants to be a bandleader. He is later seen practicing his bandleading on the Schmuzzies, but they get distracted by a dust ball, frustrating Puppet. Then he decides to be a baton. He gets stuck to the ceiling as the boys throw him, due to Shane's habit of smearing honey on the ceiling. The viewers are asked to press the "Unstick" button to get him down. Later, David hears a melodic tune and wonders if it came from Puppet. Puppet offers to demonstrate, and makes a horrible noise, causing the brothers to frantically request that the viewer "Press the Stop button!". He is last seen fulfilling his dream as the baton for the bandleader.
  • Fido the Fly: Fido is marching behind Schmuzzies.
  • Instant Replay: To see the four children march.
  • Schmuzzies: They march behind Puppet, who initially wants to be bandleader, but get distracted by a dust ball (Schmuzzies love dust). They are later seen in Mrs. Foil's tuba. Shane doesn't appear to be apprehensive of them.
  • Souvenir: 7 more instruments.
    1. Drumpet (a drum combined with a trumpet)
    2. harmonica
    3. bottle
    4. cymbal
    5. double bass
    6. electric guitar
    7. xylophone
  • Drumpet and harmonica
  • End Credits: Shane and David dance along while Mrs. Foil plays with her tuba. (Note: As the camera goes to the tuba's inside, the camera rises out to white, which goes to the Blink Films logo.)
  • Trivia
    • The bird in the Sky Room (voiced by Shane) sounds like John Lennon, making a reference to the song "Imagine", saying, "No ground below us, only skies,"
    • The marching band room makes a cameo appearance in the "Camping" episode where Shane's bedroom is replaced.
    • At one point, Puppet's voice can be heard, but he is not seen on the bandleader's baton.
10"Birthday Party"Julie MoneyP. Kevin Strader10 November 2006 (2006-11-10)820

  • Story: Shane and David are invited to a surprise birthday party that turns out to be for them.
  • Wrong Turns: No Fun Room, Surprise Room, Opera Room
  • Opening Activity: Fast Asleep
  • Remote Buttons: Celebration (does not work in the No Fun Room)/Stop the Celebration, Upside Down/Right Side Up, Fast Forward (Opening), Slow Motion (Opening), Rewind, Play, Instant Replay
  • Instant Replay To see the Girl pointing to "sur-", "-prise" and "surprise"
  • Schmuzzies: They attend the "Schmirthday Schmarty," to which they travel via Mrs. Foil's purse carrying presents.
  • Puppet: First, Puppet is seen in a hurry to get to the party. A delivery Puppet arrives with an invitation to the boys and, in a gruff voice, says, "Delivery for Shane, David and 'you'(the viewers)." Later, Puppet is seen during the party and cleans up after it ends.
  • Fido the Fly: Fido bouncing on a trampoline.
  • Mrs. Foil's Funny Expression: "Toodle pip!"
  • Souvenir: Birthday present
  • End Credits: Shane and David buzz off. (Note: This is the only time the credits music starts off early, right before "Executive Producer MICHAEL BOURCHIER" appears.)
  • Trivia
    • Many of the children featured in other episodes attend the party, including the boy from the Sandwich Room in the "Picnic" episode, the boy from the Museum of Finger Painting in the "Art Museum" episode, the girl from the dance studio in the "Movie Theater" episode, the girl in the wheelchair from the shape room in the "Camping" episode, the boy at the South Pole in the "Beach" episode, and one of the girls from the Marching Room in the "Marching Band" episode. In this episode, the girl from the surprise room is also present.
    • David says "Whatever you do, don't press the _________ button."
    • There is no vocabulary.
11"Farm"Peter CudlippJoseph Mazzarino10 January 2007 (2007-01-10)821

  • Story: Shane and David's band, the Talking Airheads, faces a setback when David's cowbell (which just so happens to be attached to an imaginary cow named Clarabelle) disappears.
  • Wrong Turns: Great Big Bell Room, Ocean Room, Bicycle Room
  • Opening Activity: Climbing
  • Remote Buttons: Seesaw/Steady (Opening, used in the Great Big Bell Room, and mentioned in the Ocean Room), Upside Down/Right Side Up, Dry Land, Echo (Opening, and mentioned in the Great Big Bell Room), Rewind (Opening), Fast Forward, Pause (Opening), Play, Instant Replay
  • Instant Replay: To see the little boy ride the bicycle.
  • Puppet: Is the bandleader and songwriter for the band. When the cowbell disappears, he tries to use music to attract Clarabelle. He plays "Music to Play 'Til the Chickens Come Home", "Udder Chaos", and "Heidi Heifer's Hoedown Hootenanny".
  • Fido the Fly: Playing the trumpet for the band.
  • Schmuzzies: They play the marimba in Shane and David's band. They later play it while Shane and David are listening to a bell until Shane tells them to be quiet and be gone. He does not appear to be apprehensive of them.
  • Souvenirs: Drum sticks, cow bell, cow
  • End Credits: Shane, David, Puppet, Fido and the Schmuzzies rock and roll. (Note: The copyright year reads "2006" instead of 2007, meaning this and the last two episodes below were produced in 2006.)
  • Trivia
    • There is no vocabulary.
12"Ice Cream Truck"Peter CudlippBilly Aronson17 January 2007 (2007-01-17)822

  • Story: Shane and David seek to discover the delicious, delectable, and delightful joys of the frozen treat known as ice cream.
  • Wrong Turns: Frozen Room, "This Way" Room (a room with arrows pointing to the left, preventing travel towards the right), Game Show Room (“Ready, Steady, Scoop”)
  • Opening Activity: Weight Lifting
  • Remote Button: Heavy/Light, Frozen/Unfrozen (used in the Frozen Room and used in the This Way Room to stop David from going to the right, and near the end. Also not to be confused with Play/Pause), Upside Down/Right Side Up, Zoom In/Zoom Out (Opening), Whoo! (used in the Game Show Room), Run Along Home (used near the end), Cheerleading (used near the end), Instant Replay
  • Puppet: Visits the ice cream truck and appears with an ice cream cone.
  • Fido the Fly: Is drinking a chocolate milkshake. Three other pets are mentioned: Evan the Pig, Helen the baby Hippo, and Georgio the Caterpillar.
  • Instant Replay: To see the little girl named Matilda scooping ice cream.
  • Mrs. Foil's Funny Expression: "Gotta go, penguin's toes."
  • Schmuzzies: The brothers find a tub of ice cream and attempt to scoop some out, but end up with Schmuzzies in their cones, as the Schmuzzies have finished the ice cream already. Shane seems a little nervous around them, and attempts to engage them in conversation. He misinterprets what they say, and must be assisted by David.
  • Souvenir: Ice cream
  • End Credits: Shane and David make a scoop of ice cream.
  • Trivia
    • Mrs. Foil is featured in all three wrong turn rooms, as well as the ice cream truck itself.
    • There is no vocabulary.
    • No joke buttons were pressed in this episode.
13"Mini Golf"Peter CudlippJoseph Mazzarino and Josh Weidman2 February 2007 (2007-02-02)823

  • Story: Shane and David are baffled when a mysterious orange thing (a mini golf ball) appears in their living room. They use deductive reasoning to narrow down what it actually is, and where it belongs. They think it's a planet, an orange and a basketball before stumbling on to the real solution.
  • Wrong Turns: Outer Space, Orange Room, Basketball Room
  • Shane's Funny Expression: When David said, "Are you thinking what I'm thinking?" he [Shane] answered, "Albanian Monkey Shoes?"
  • Opening Activity: Yoga
  • Remote Buttons: Irish Dancing/Stop Irish Dancing, Blast Off, Back to Earth (used in Outer Space), Upside Down/Right Side Up, Volume, Instant Replay, Slam-dunk (used in the Basketball Room), Home (Not pressed), Rewind, Fast Forward (Opening), Pause (Opening) Play
  • Vocabulary: Baffled (confused)
  • Fido the Fly: Puts the mini golf ball in his tennis shorts and David and Shane search his pocket; but, at first, they find keys and a calculator.
  • Instant Replay: To see the girl shoot the basketball into the hoop again.
  • Puppet: First, Puppet jump ropes with Shane and David's imaginary rope and trips over it, and goes off to play with his squeegee instead. Later, Puppet uses the orange thing to practice a Shakespearean monologue (Alas, poor Yorick), wearing a red king costume. Puppet is also the one who explains the orange thing's true identity.
  • Action Fingers: They use their Action Noses to locate the Orange Room.
  • Schmuzzies: Two of them play with the orange thing and Shane is unable to retrieve it all by himself until David coaches him to say "Schmease" and "Schmank you." David then explains he studied Schmuzzish for seven years, "part-time."
  • Souvenir: Various items including the word "mini" including a Mini-mini which was much smaller than a mini.
  • End Credits: Shane and David give the viewer out various items with the word "mini". (Note: David mentioned "By the way, here's Mini Mouse", in which that quote was not meant to be confused with the Disney character Minnie Mouse.)
  • Trivia
    • While in the Basketball Room, David, thinking the orange thing is a basketball, gets frustrated that it is not dribbling properly. He yells at the orange thing, "This is your home! It's your home! What's wrong?! You too good for your home?!", a direct allusion to the Adam Sandler film, Happy Gilmore, in which the title character yells almost exactly the same speech, also at a golf ball.

Home media

The complete series DVD was released on a two-disc set on January 19, 2012 as a manufacture on demand Amazon exclusive.[5]

References
  1. "49th Annual TV Week Logie Awards (2007)". TV Week. 6 May 2007. Archived from the original on 7 March 2012.
  2. "Complete list of 2007 Creative Craft Daytime Emmy Award winners". Los Angeles Times.
  3. "Parents' Choice Awards: Spring 2007 Television". Parents' Choice.
  4. Kaplan, Don (27 December 2006). "Quitting Kids TV – 'Upside' Duo Talk About Getting Out Just As Hit Series Is Getting Started". New York Post.
  5. https://www.amazon.com/Upside-Down-Show-Season-Discs/dp/B005XE00M6/ref=sr_1_1?ie=UTF8&qid=1546963730&sr=8-1&keywords=The+Upside+Down+Show%3A+Season+1
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