The songs on "Upside Down" are written by Linda Book, and they are great fun for kids and their families. The music is performed by Linda and her terrific backup band, the Dog-Eared Pages. The title song, "Upside Down," is about one of Linda's favorite ways to pass the time. "A, B, C, D, Everything" is a novel alphabet song. "Teeth" is about losing teeth. "It's Bedtime" is about going to bed, and "Snoring" is about not getting enough sleep. "Together" has a hopeful message. Personnel on the album are Linda, who sings and plays guitar; Robert Armstrong, on accordion, guitar, marimba, steel guitar, saw, and baritone saw; Allen Barnes, on banjo, fiddle, guitar, mandolin, and backup vocals on 'Upside Down'; Keith Cary, on bass, harmonica, and tuba; Wayne Gottlieb, vocal accompaniment on "Lazy Cat" and "Together'; and Celia Cottle on clarinet and Steve Book on percussion on 'Together'. Keith, Steve, Alison Book, and Josh Book are in the chorus on 'Together'. Upside Down was produced by Keith Cary and Linda Book, and engineered by Dave Millington. It was recorded in 1987 at Words and Muse Productions in northern California.