History
The song was written by Bernard Edwards and Nile Rodgers (of the band Chic) with Aretha Franklin in mind to record. When Franklin turned down the offer to record the album Motown passed the material and project to Ross.
However, in a 2011 interview, Nile Rodgers said "Diana Ross was the first big star we ever worked with and we took it very seriously." Rodgers and Edwards interviewed her for several days. "This was the first time in her life somebody cared about who she was; what she was - everyone previously had treated her the way we had treated Sister Sledge - they got her in and said 'Sing this'. We (took a more personal approach)."
The song would be later covered and sampled by the likes of Salt-N-Pepa, Kid Rock, Missy Elliott, Alcazar, Puff Daddy, Collette and MC Lyte, who had a hit under the "Upside Down" sample in Lyte's 1996 hit, "Cold Rock a Party (Remix)". The Salt-N-Pepa version was featured on the Space Jam soundtrack.
The song was later covered by Destiny's Child during a tribute show honoring Ross and her career on a VH1 Divas special. Their version is featured on their album Single Remix Tracks.
In 1994, the song was used in Mickey's Fun Songs: Let's Go to the Circus with a different arrangement and lyrics.
In 1997, Ross performed the song live with British band Jamiroquai at "The Brit Awards" ceremony.
In 2001, contemporary jazz/fusion group Pieces of a Dream offered their version from the release "Acquainted With the Night."
In 2004, Alcazar sampled "Upside Down" in their song "This Is the World We Live In".
Read more about this topic: Upside Down
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