40 Years ago: “Upside Down” overcame long odds to become Diana Ross’ biggest (and funkiest) solo hit…thanks to Chic!

(May 24, 2020).  Forty years ago this week, on May 22, 1980, Motown Records released the classic Diana Ross album diana.  It was an LP created by the hottest, hippest songwriting and production team of the day (Chic’s Nile Rodgers and Bernard Edwards); an album that would become Ross’ biggest seller, and an album that was a big bold step in Ross’ career, both musically and lyrically speaking.

It was also the album containing “Upside Down,” the career-rejuvenating lead-off single whose unqualified – and unexpected – success returned Miss Ross to the top of the charts where she’d dwelled for decades, but hadn’t visited in the four years prior to the song’s release.

Diana Ross’ “Upside Down” from 1980

Yes, “Upside Down” – the song that, based on its label catalog number, wasn’t even supposed to be the first single released from diana (that would be “I’m Coming Out,” the second single and unwitting gay anthem that gets more notice these days for what are now obvious, if initially unintended, reasons).

“Upside Down” – the song with the adult nursery-rhyme and Quaker-inspired lyrics (“respectfully, I say to thee”) set to a dance beat that was more funk than disco.  It’s a jam so funky in its studio version that, to this day, Ross has never been able to recreate the song’s true essence when performing it live onstage.  It always takes on a more cabaret feel when she does it live at her concerts. 

“Upside Down” is the song that, in the late summer and fall of 1980, led a brief resurgence of disco on the pop charts with concurrently charting top-10 hits by Stephanie Mills, Irene Cara, SOS Band, George Benson, Pointer Sisters, and the Rolling Stones, all making it seem as if disco – albeit a lighter variety of it – had never left. 

Disco – or at least the term – had fallen out of favor by 1980, although the music was still being made.  Instead of the four-on-the-floor, high-hat-driven, string-heavy variety that had dominated the charts during the late ‘70s, the genre had now been infused with funk and new wave with songs like “Upside Down” by Ross and “Funky Town” (by Lipps, Inc.), plus dance/rock-leaning fare by Blondie (“Call Me”), Pink Floyd (“Another Brick in the Wall”) and Queen (“Another One Bites the Dust”) all hitting No. 1 in ‘80.

The “Upside Down” video featured Diana Ross in various glamour shots.

The combination of Diana and Chic in a post-disco 1980 was no guarantee for success.

In 1980, Diana Ross’ career was indeed in need of a spark.  Her success on the charts between 1976 and 1979 had been sporadic at best.  After topping the chart twice in 1976 – first with “Theme from Mahogany (Do You Know Where You’re Going To)” and later with “Love Hangover” – and being the only female to have a solo No. 1 hit that year, Ross didn’t even see the top ten in Billboard again until “Upside Down.”  

There had been valiant attempts though.  Her 1979 album The Boss and its sublime title track saw Ross continuing to delve into disco, which by that time had been obliterated by superstar artists capitalizing on a genre that was quickly beginning to fade.  The single “The Boss” was her only top-40 hit from that Ashford and Simpson-produced album, and it climbed no higher than No. 19 on the Billboard Hot 100 in the fall of 1979. 

Undeterred and in search of a fresher sound, Ross was in the studio with Chic’s writers, producers, musicians and singers in late 1979/early 1980 recording diana, even while subsequent singles from The Boss were still climbing the charts.  

But the group Chic itself was at a crossroads by early ‘80.  After 1979’s “Good Times,” none of the subsequent singles from their third album Risqué cracked the top 40, and projects they helmed for other artists at the time – Sister Sledge’s Love Somebody Today, the 1980 follow-up album to We Are Family, plus songs by Norma Jean (“High Society”) and Sheila & B. Devotion (“Spacer”) – all failed to crossover to the pop top 40.

So there were no guarantees that the project they’d taken on for Diana Ross – the first true superstar with whom they’d ever worked – would return her or them to the top of the charts.  In fact, the likelihood was slim given not only the changing landscape for dance and disco music in 1980, but the stops and starts associated with this album in particular. 

The Chic influence was all over “Upside Down” and diana.

“Upside Down” – like the seven other tracks on diana – could easily have been billed as a Chic record “featuring” Diana Ross.  After all, every musical component – sans lead vocals – was courtesy of Chic, from the above-mentioned members Rodgers and Edwards, to Tony Thompson’s drumming; and from the Chic Strings (conducted by Gene Orloff) to the piano and keyboard flourishes of Andy Schwartz and Raymond Jones, respectively.

There were also the backing vocals by Chic’s Alfa Anderson and Luci Martin, plus regular Chic contributors Fonzi Thornton and Michelle Cobbs, to drive the point home.

Edwards (on bass) and Rodgers (rhythm guitar), plus Tony Thompson who provided impeccable time-keeping on the drums, all helped make “Upside Down” the funkiest tune Ross had ever recorded.  The bass was especially prominent…with Thompson’s bass drum kicks and ‘Nard’s loping bass guitar riffs seemingly overshadowing Rodgers’ understated rhythm guitar (until the end, that is, when Rodgers’ guitar jams out during a 46-second instrumental outro that made it clear Chic’s was a three-man rhythm section).  

Thompson’s drumming included the standard 16th-note, closed hi-hat pattern to which fans had become accustomed in Chic’s biggest records, but had also introduced a combination skip-beat, double-beat pattern and offbeat cymbal crashes rarely heard in a pop or funk tune, one that made “Upside Down” and other diana songs (“I’m Coming Out,” “My Old Piano”) stand out in this regard.

As for those famous Chic Strings, their chords were complex and weirdly ominous, yet still gleeful enough for pop acceptance.  During the song’s verses, the three violinists – Karen Milne, Cheryl Hong and the late Valerie Haywood – played notes patterned after the rhythm section, making it seem like the strings were a part of it. 

Structurally, the song was not unlike any other by Chic, with the notable exception of Rodgers and Edwards choosing to open “Upside Down” with the chanted refrain “Upside down you’re turning me, you’re giving love instinctively…round and round you’re turning me!” as choppily sung in traditional Chic cadence by Ross and Chic’s vocalists, rather than opening with the chorus, which Diana sang solo.

This chant, followed by the extended instrumental jam by Chic’s musicians, also closed the song and was a reminder of whose sound this really was, lest we all forget.

The Chic sound on Ross’ album was intentional, a goal established by the superstar singer after she had taken her daughters to see a Chic concert the year before and after hearing Chic’s music at the famous disco club Studio 54 in New York.  

And who could argue with her?  It was Chic who had sold millions of records and recorded two of the most iconic No. 1 songs (“Le Freak” and “Good Times”) of the disco era, and it was their well-honed sound – not Diana’s hit-or-miss one – that the public was highly anticipating upon the album’s release.

Ultimately, however, “Upside Down” was four minutes and five seconds of Ross singing stridently and unapologetically – in as close to Chic’s staccato vocal cadence as she could – about being cheated on, and loving it.  Her vocals were confident, with lyrics as ironic as they were simple (not unlike Chic’s biggest records).

After all, not only had Ross confronted her lover about his cheating ways in the song, but she did so “respectfully,” noting that “no one makes me feel like you do” and simultaneously unleashing a bold, new feminism for the 1980s that shunned the victimized, vulnerable images of women that had characterized so many pop and soul songs before. That this was the result of an unlikely collaboration between the most successful female singer of the previous 16 years and two of the most prolific producers of the previous two years made it that much more interesting.

Nile and ‘Nard deviate from their norm, and upset Diana and Motown in the process.

The songs on diana had been inspired by discussions between Ross and the Chic songwriters, during which the singer told them she wanted to “have fun again” and turn her career “upside down.”  The songs were crafted accordingly, with the singer clearly aiming for a younger record-buying audience than her earlier albums had targeted.

Perhaps sensing that a change was needed musically from the tight, staccato, rhythm-heavy disco sound they’d perfected over the previous two years, Nile Rodgers and Bernard Edwards produced an album that was looser, less sparse, and more free-flowing than their earlier work.  This was particularly true in the lead vocals, with Diana practically singing all over the place.  At times, her ad libs were unstructured and even slightly off-key.  This was clearly not the Diana Ross that her fans or her bosses at Motown were accustomed to.

The finished mix of diana was delivered to Motown and Ross in the early spring of 1980.  Diana and her camp were not happy.

The album was initially rejected – with that first draft being seen as more the vision that the two producers had for Diana’s voice, versus what she and the folks at Motown had envisioned.

That, plus the fact that Chic’s vocalists were prominently featured on most of the vocal arrangements, didn’t sit well with superstar Ross who, upon hearing the initial mixes, reportedly felt like she was a guest on her own album. Motown’s people asked Rodgers and Edwards to go back and make changes, most notably to make Ross’ voice more prominent.

The story is now legendary about how Diana and Motown recording engineer Russ Terrana went back into the studio (after Rodgers and Edwards’ second attempt also failed to satisfy Ross and her label) to remix the tracks and re-record her vocals for all eight songs on diana, including “Upside Down.”  It was this remixed version of the album that hit the streets on May 22, 1980, relegating the “Original Chic Mix” of diana to a vault that would not see the light of day for another 23 years (they were released to the public in a deluxe CD version in 2003).

Even though the album was in stores and discos, Motown would not release its first single for nearly a month afterwards – a highly unusual marketing strategy for a high profile album by a pop and soul superstar such as Ross.

Nile and Nard didn’t like it;  the critics at Billboard agreed.

In a June 14, 1980, Billboard magazine interview published three weeks after the album’s release and with no single yet in stores, Nile Rodgers expressed his frustration noting he was “shocked” and “furious” when he first heard the completed product.  But after “ten” repeated listens, he noted to writer Jean Williams, “I’m not as happy as I would be if it was the way we mixed it, but I’m happy with the album because Diana is (now) happy with it.”

Motown Records ran this full-page ad for the ‘Diana’ album in Billboard in June 1980.

In ads placed in music trade magazines like Billboard, Ross and Terrana were credited in fine print with remixing the album, even though such credit was not included on the album’s jacket.  “It was our idea that credit go to them,” said Rodgers.  “We didn’t take credit for the mixes because (Bernard and I) didn’t mix it…We don’t want the public to assume these are our mixes.”

Perhaps enabled by the lukewarm enthusiasm expressed by the album’s own producers, Billboard gave diana a mediocre review in its June 7 issue, calling the album a “partial success” with “some crafty, catchy music” and some of Ross’ “most confident singing,” particularly on the tune “Give Up.” 

It went downhill from there. Billboard continued by describing the album as “very much Ross squeezing to fit into Chic’s patented spare, spartan sound rather than Edwards and Rodgers forging a new identity for Ross’ particular talents.  The songs here…are all but indistinguishable from Chic’s (1979 album) Risqué.”

The biggest slap in the face came next:

“If the mark of a great producer is one who never overshadows his client (we’ll make an exception to the rule for Phil Spector), then Rodgers and Edwards have a long ways to go.”


As was typical for album reviews at the time, Billboard listed diana’s best cuts at the end of the piece: “I’m Coming Out,” “Give Up” and “Tenderness.”

There was no mention of “Upside Down.”  

In fact, when the song was finally officially released as the first single nearly a month after the album came out, Billboard didn’t even bother to give the cut a review in its singles review section, a slight that was spared Chic’s other productions at the time, including their own “Rebels Are We,” Sister Sledge’s “Let’s Go On Vacation,” and Sheila & B. Devotion’s “Spacer,” not to mention Diana’s own “I’m Coming Out” later that year.  All of those songs not only received reviews, but favorable ones at that.

The clubs led the way for “Upside Down” (and “I’m Coming Out”). 

Meanwhile, clubs across the country were eating up both “Upside Down” and “I’m Coming Out.”  By the time of its single release in mid-to-late June, “Upside Down” had already appeared on disco playlists across the country for weeks.

The song debuted on Billboard’s Disco Top 100 chart on June 28, two weeks before the single debuted on both the Billboard Soul and Hot 100 (pop) charts. Billboard later began co-listing “Upside Down” with “I’m Coming Out” as was customary back then for the disco chart and songs from the same album.

Eventually the court of public opinion prevailed over the naysayers, and radio stations and record buyers caught up to the clubs.  On the soul chart, “Upside Down” debuted at a modest No. 70 on July 12.  Five weeks later it was No. 1, making the following chart moves: 70-33-7-3-2-1.  

The pop audience was a little slower in making “Upside Down” a No. 1 smash.  Its moves there were: 82-71-59-49…and then, in one startling leap, from 49-10.  With that gigantic jump, it became the first song to begin its top-40 run in the top 10 since 1971 when Isaac Hayes’ “Theme From ‘Shaft’” did it.  It would be another 14 years after “Upside Down” before another song earned that distinction. 

“Upside Down” completed its pop top-40 climb 10-5-5-2-1, reaching the top in its 9th week on the Hot 100.  It would spend four weeks at No. 1 on both the pop and soul charts, making it her biggest solo hit in both genres (only her “Endless Love” duet with Lionel Richie the following year eclipsed it).

“Upside Down” wound up spending an incredible 29 weeks on the Hot 100 – the longest run of any of Diana Ross’ songs or any record produced by Nile Rodgers and Bernard Edwards.  The next single, “I’m Coming Out,” did respectfully well, peaking at No. 5 on the Hot 100 and No. 6 on the soul chart.  

No other singles from the Diana album charted in America, although the quirky “My Old Piano,” the one song on the album not inspired by anything Ross had told Rodgers and Edwards in those pre-production interviews a year earlier, reached the top five in the UK (it’s also the only song from the album with a proper music video).

In retrospect, it was ironic that “Upside Down” became the biggest hit for Nile Rodgers and Bernard Edwards in 1980, especially considering its initially lukewarm reception by not only Ross’ label and music critics, but by the producers themselves, who at one point wanted their names removed from the production credits for diana.  

This irony is exacerbated by the notion that “Upside Down” and other songs from Diana were more traditionally Chic sounding than anything the dynamic duo had produced for their own band Chic, Sister Sledge or any other artists that year. 

And it took the remixing work of Ross and Terrana to keep that Chic sound intact.

But it all worked out in the end, and “Upside Down” still sounds as great – and as dope – today as it did 40 years ago when it ultimately dominated the charts…despite the odds against its incredible run. 

Here’s to 40 years of diana – the album – and “Upside Down,” the biggest (solo) and funkiest single Diana Ross ever recorded.

Oh, and those producers that Billboard said had a long way to go? Well, one is in the Rock & Roll Hall of Fame and the other was nominated eleven times, along with the group Chic.


Diana Ross and ads run in trade mags in August 1980.

DJRob is a freelance blogger who covers R&B, hip-hop, pop and rock genres – plus lots of music news and current stuff!  You can follow him on Twitter @djrobblog.

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4 Replies to “40 Years ago: “Upside Down” overcame long odds to become Diana Ross’ biggest (and funkiest) solo hit…thanks to Chic!”

  1. One of the greatest grooves ever recorded. I wore out two 45s of this song when it first came out. I couldn’t get enough, and 40 years later, I still can’t. Despite the ridiculous hairpulling that went on over it, in the end, the funk prevailed. Thanks for sharing the back story. Oww, we need the funk, we gotta have the funk!

  2. The song played in my head as soon as I read the title ?. Thanks for the happy memories.

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