The Upside Down Show is a children's television series produced by Blink Films and Sesame Workshop. It was made for Noggin, a channel co-founded by Sesame Workshop. The series is set in a strange apartment building where the doors lead to a variety of unusual rooms. It is presented by brothers David and Shane (played by the Umbilical Brothers), who live in the apartment building with their sidekick Puppet, their neighbor Mrs. Foil, and a group of fuzzy creatures called the Schmuzzies. In each episode, David gives the viewers an imaginary remote control that affects the characters and their surroundings.

The series was inspired by the Umbilical Brothers' adult-oriented comedy act SpeedMouse,^[5] which was also based on the idea of an imaginary remote. Producers from Sesame Workshop saw SpeedMouse and ordered a pilot episode based on it, which became The Upside Down Show. The pilot was successful, and in 2005, Noggin ordered a season of 13 episodes. The show was written and produced in New York, and it was filmed in Sydney, Australia. The cast and crew featured a mix of Australian and American talent. While creating the series, the writers intentionally included jokes for adults as well as children;^[5] Shane Dundas likened The Upside Down Show to making "an adult show for kids."^[3]

In 2010, the Umbilical Brothers announced that they had completed a script for a special-length episode titled The Upside Down Movie,^[6] which would act as a proper finale for the series. The movie had been in development since 2008.^[7] Nickelodeon Australia provided funding for the movie's scriptwriting,^[6] but the project needed support from outside investors to start filming, which never occurred. As recently as March 2017, the Umbilical Brothers have stated that they are still interested in making the movie and are trying to find support for it.^[8]

• Shane (played by Shane Dundas) is David's younger brother, who is more frenetic, impulsive, and hyperactive than David, but he is also a quicker thinker and comes up with many interesting ideas. Shane tends to get annoyed by the unpredictable nature of the Remote, since it often interrupts his daily activities.

• David (played by David Collins) is the older of the two brothers who has super-sensitive hearing and a super-sensitive sense of smell. He is more laid-back and straight-laced than Shane but still tends to get distracted by small things. He loves the Schmuzzies and acts as their good friend, translator, and mentor.

• Mrs. Foil (played by Amanda Bishop) is the brothers' friendly, off-beat neighbor who lives in a different apartment. She is blonde and plays the tuba, which she brings with her even when swimming and camping. She tends to appear in odd places at odd times, including many of the "Wrong Turn" rooms, where she is often dressed up in different costumes.^[32]
• Puppet (performed and voiced by Mat McCoy) is the brothers' sidekick, roommate, and best friend. He dreams of becoming an actor and film director, and he can often be found practicing monologues or writing screenplays. He is interested in Shakespeare and likes to play unconventional roles.^[33] He is generally more rational than David and Shane, but is often just as silly as the boys. He speaks with an American accent.
• The Schmuzzies (performed and voiced by Emma de Vries, Virginia Goodfellow and Alice Osborne) are a group of small, fuzzy, dustball-like creatures who live throughout the apartment. They come in a wide range of bright colors and speak a language called Schmuzzish, which is made up of rhyming sounds and modified English words ("Schmello, Schmuzzies!").^[34] Shane is afraid of them and sees them as pests, while David is good friends with them and is fluent in their language.
• The Voice (voiced by Adam Smillie) is the unseen, all-knowing narrator of the series, who often reminds David and Shane to knock on doors before entering.
• Fido the Fly (vocal effects by Shane Dundas) is Shane's invisible pet fly, who communicates through buzzing noises that Shane translates.

Each episode begins with a cold open showing one or both brothers in the middle of an activity. David introduces "the Remote" by pretending to hold 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 "wild card" buttons that cause strange or undesired effects. The main one is the "Upside Down" button, which causes the camera to shift to an upside down shot and can only be undone with the "Right Side Up" button. After explaining it, David gives the Remote to the viewer. The brothers ask the viewer to "press the Play button" to start the episode. Before the episode starts, the viewer commonly presses the wrong button and puts the brothers in a bizarre situation. As soon as the play button is pressed, the theme song begins. This sequence features the Action Fingers jumping over the show's title and credits, and it ends with them opening the apartment door.

The rest of the story always starts in David and Shane's living room. Every episode features their sidekick Puppet and the Schmuzzies, who live with the brothers in their apartment. The goal of each story is for David and Shane to get to a certain location. The brothers spend the episode searching for the location through the various doors, windows, and other places in their apartment. The brothers occasionally request help from the viewers, asking them to press buttons on their remote. Their journey takes them to three "Wrong Turn" rooms, and in one of these rooms, they often encounter another puppet (or in the case of the episode "Movies", two), who help them get back on track, mostly stating information about their desired location, or object, as seen in the episode "Mini Golf". The brothers' neighbor Mrs. Foil appears in the different rooms in various costumes, either helping them on their quest or unintentionally causing more trouble.

At one point on their journey, the brothers always 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. The show ends with David and Shane 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. During the last moment of the show, they play around in their apartment while the end credits roll.

Despite only having 13 episodes, the series has had a total of eight separate DVD releases. In Australia, the show's episodes were released across six DVD volumes, each containing 2-3 episodes. Each DVD disc was made to look like one of the Schmuzzies. In June 2009, the Umbilical Brothers temporarily sold an exclusive "Complete Series" DVD collection on their website,^[48] which combined the previous six volumes onto a two-disc DVD set. The collection was a limited edition, and it was discontinued after it went out of stock.^[48] On January 19, 2012, an American DVD featuring all 13 episodes was released as an Amazon exclusive.^[49]

Since 2018, the Umbilical Brothers have uploaded the entire series to their public YouTube channel, making every episode available to view for free.^[50] In the descriptions of several uploads, David Collins included behind-the-scenes trivia about the episodes.^[50] The series was available on the Noggin mobile app from 2015 to 2020, and it was added to Paramount+ in 2021.^[51]