Upside Down" is a hit song by Diana Ross released on the Motown label. It was the first single taken from her 1980 album diana and hit number one on the Billboard Hot 100 on September 6, 1980. It also hit number one on the Billboard Disco/Dance and R&B charts. The single was also a big hit internationally, topping the singles charts in Sweden, Italy, Norway and Switzerland, while reaching #5 in Canada. It also rose to #2 on the UK Singles Chart.

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.

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