The Psychological Horror of Diana Ross' "Upside Down"

About a year ago, some friends and I were hanging out in a bar backyard before a gig, talking about the craft of songwriting. The conversation prompt: If you were asked to give a lecture about a particular song, getting into its nuts and bolts and so that your audience might glean some wisdom and techniques to try out in their own work, what song would you choose? For me, the answer came quickly: “Upside Down,” the indelible 1980 disco jam that helped propel Diana Ross of the Supremes into a new era of solo superstardom, written by Chic masterminds Nile Rodgers and Bernard Edwards.

Ever since then, I’ve had it in mind to write something about the song for Hearing Things, the closest outlet I have to a lectern, but I kept pushing it off in favor of more timely subjects. Now, it’s early January, historically a fallow period for new music; plus, a few weeks ago, I heard “Upside Down” on the radio, and the DJ informed me that it’s been prominently featured in the fifth and final season of Stranger Things, which just wrapped up on New Year’s Eve. I haven’t watched that show since season two or so, and I won’t be doing any research on how the song figures into its elaborate lore. But it’s enough of a peg to get me to finally write this thing. 

You know “Upside Down.” Dancefloor staple. Good-time classic. Sounds like champagne, cocaine, and sequins. What I’d like to posit is this: While “Upside Down” may be all those things, it’s also the most haunting and effective exploration of the subconscious ever to hit No. 1 on the pop charts. Allow me to explain.

“Upside Down” can be roughly broken into two sections. You might call them the chorus and the verse, but that doesn’t quite convey the relentless way they cycle in and out, bisected by a series of dizzily ascending orchestral hits, with no bridge or any other material that might provide reprieve from their churn. In the first section, Ross is singing about how wild she is for some guy. He gives love instinctively; she’s upside down, inside out, head over heels. In the second section, a lyric hits you like whiplash: “Respectfully I say to thee I’m aware that you’re cheating.” An oddly mannered way to put it: If she’s angry or upset, the feeling is buried somewhere deep in the jagged surface of the melody. But even that’s a stretch—really, you can practically see her dimples as she smiles her way through the line. 

In an older-fashioned sort of song—a jazz standard, or a country ballad—you might expect the following verses to develop the singer’s conflicted feelings about this relationship. Second verse, her acceptance curdles to rage; third, she’s making her declarations of ardor to a new beau who knows how to treat her right. Or, in the more tragic version, she stays with him, but the pain moves closer to the surface; by the end, she’s resigned to a life of neglect, knowing she loves him too much to walk away. At the very least, you might expect the chorus to make some mention of the cheating that is the sole subject matter of the verse. In “Upside Down,” there is no resolution, no development, no sense that the singer of the chorus has any idea what’s being done behind her back in the verse. You just keep ping-ponging between the two sections, with minimal variation, trapped in a cycle of self-deception. She’s jubilant; she calmly acknowledges that he’s playing her like a fiddle; she’s jubilant again, as if she’s forgotten entirely about what she just said.

Am I overanalyzing the literary qualities of a song primarily meant to get hips moving? I don’t think so. Even “Upside Down”’s harmonic composition reflects its narrator’s endless flickering between incompatible binary states. Bear with me through some music theory. The jubilant first section is what musicians call a vamp: a minimal number of chords that just keep cycling back into themselves without any dramatic movement, set to a groovy rhythm. Disco and funk are full of one- and two-chord vamps. The particular two chords in this section, G minor 7 and C7, outline a ii-V progression, so-called because the chords are based on the second and fifth notes in a major scale. (Actually, because the C7 comes first in “Upside Down,” it could more accurately be called a V-ii, but humor me.) ii-V is one of the most basic and important chord changes across many genres of music, and it happens to make for great vamping. It gives you a little dark and a little light; it’s piquant and sultry; it pulls strongly toward a satisfying resolution without ever delivering it. Bill Withers vamps on ii-V the entire way through “Use Me”; Pink Floyd and Neil Young do it through the verses of “Breathe” and “Down by the River,” respectively. You’ve heard the sound, even if you couldn’t name it. 

The most obvious next move, after vamping on ii-V for a while, would be to deliver a version of that satisfying resolution that you’ve been pulling toward. On paper, the clearest place for “Upside Down” to go, after a long stretch of G minor 7 and C7, is F major. To my ear, for reasons too ambiguous and technical to go into here, it’s pulling even more strongly to B-flat major*. As those orchestra hits make their dizzy ascent to the second section, you almost think you’re going to get it, but you land instead on B-flat minor. 

This is an unusual chord choice for this juncture in the song, when everything about the music is gearing you up for euphoria. You don’t need a music-school degree to understand why: It just feels very weird and destabilizing when you get to that second section, which gives you a version of the thing you want, except that one crucial aspect is subtly but undeniably wrong—it's the dark, pinched minor version of the light, airy major chord you were expecting. The rhythm section keeps churning through the change, which helps “Upside Down” to continue coming across like disco and not classical art song, but they can’t smooth it over entirely. Other songwriters might reach for this uneasy chord as a passing special effect, but Rogers and Edwards just hold you there, hammering at the tension of B-flat minor for a full eight bars before “Upside Down” snaps like a taut rubber band back to the comfort of its home key.**

This weird B-flat minor section is where Ross makes her eerily calm acknowledgements—you can’t even rightfully call them accusations—of the cheating. Here is the key to “Upside Down”’s psychological effect. The harmonic estrangement that Rodgers and Edwards have so ingeniously created gives the impression that the singer is facing down her heartbreak in some other place in the song, connected only obscurely to its joyous neighboring music. Like a place in her subconscious, if you’ll indulge me, where she can clearly see and hear the trouble that her other, more carefree self can’t or won’t acknowledge. Anyone who’s worked futilely to convince themselves that they aren’t being betrayed by a loved one will be familiar with that cognitive dissonance, which “Inside Out” evokes more deeply and vividly than any other song I’ve heard. 

Like I said, I refuse to learn more about how Stranger Things uses “Upside Down,” but I assume it has to do with the title, which is also the name of the show’s spooky nether realm that runs parallel to the ordinary world and looks just like it, except the places you know and love are made horrible, hollowed of their familiar warmth. Say what you will about that show, but it’s an inspired choice of musical cue. 

The more you think about it, the more you can hear the dark subconscious creeping into even the jubilant the first section of “Upside Down.” “Upside down/Boy you turn me/Inside out/And round and round” could be an expression of overwhelming love. But doesn’t it also sound like profound confusion? The singer comes closest to addressing the whole of her predicament about a third of the way into the song. “I’m crazy to think you are mine,” Ross coos, B-flat minor ringing tensely behind her. The moment of clarity isn’t worth much. Within a couple of bars, the dizzy strings return, the chords snap into place, and the good times keep rolling.

*For those of you following along with the theory: On a gut level, the vamp in the A section feels more to me like i-IV in G minor (with a Dorian raised sixth) than it does like ii-V in F. In that case, going to B-flat would provide the sweet release of the relative major. 

**You could also think of this dynamic as a sort of surreal, slo-mo abstraction of the blues, cycling between an implied B-flat major in the first section and B-flat minor in the second, as if a single blue note is being bent gradually back and forth over the course of the song, D-natural to D-flat to D-natural to D-flat, major third to minor third, hope to despair and back. And what subject is bluesier than a cheating partner who you keep on loving anyway?