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The Upside Down Show
The Upside Down Show title card.png
Created by
  • Belinda Ward
  • David Collins
  • Shane Dundas
Directed by
  • Peter Cudlipp
  • Julie Money
  • David Collins
  • Shane Dundas
  • Amanda Bishop
Voices of
  • Emma de Vries
  • Virginia Goodfellow
  • Mat McCoy
  • Alice Osborne
  • Adam Smillie
Composer(s) David Chapman
Country of origin
  • Australia
  • United States
Original language(s) English
No. of seasons 1
No. of episodes 13 (list of episodes)
Executive producer(s)
  • Michael Bourchier
  • Kurt Mueller
Producer(s) Wendy Gray
Cinematography Ian Jones
Editor(s) Simon Martin
Camera setup Both single-camera and multi-camera
Running time 24 minutes
Production company(s)
Distributor Viacom International Inc.
Original network
Picture format NTSC 480i
Audio format Stereo
First shown in April 2005 (pilot screening)
Original release October 16 (2006-10-16) – November 13, 2006 (2006-11-13)

The Upside Down Show is a children's television series produced by Sesame Workshop, Noggin LLC, and Nickelodeon. It was made for Nickelodeon's sister channel Noggin, which launched as a joint venture between Nickelodeon and Sesame Workshop. The series is set in a strange apartment building where the doors and windows lead to a variety of unusual rooms. It is presented by brothers Shane and David (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, which was also based on the idea of an imaginary remote. Producers from Nickelodeon and Sesame saw SpeedMouse and ordered a pilot episode based on it, which became The Upside Down Show. The pilot was successful, and in 2005, Nickelodeon 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; Shane Dundas likened The Upside Down Show to making "an adult show for kids."

In 2010, the Umbilical Brothers announced that they had completed a script for a special-length episode titled The Upside Down Movie,


The Upside Down Show characters
From left to right: David, the Schmuzzies (three are shown throughout the photo), Puppet, Shane, and Mrs. Foil.

David, Shane, the Schmuzzies, Mrs. Foil, and Puppet are featured in every episode. Some of the other characters (the Action Fingers, Fido, Spot, and Bob) are imaginary figures or objects personified by David and Shane.

  • David – The older of the two brothers who wears a striped polo shirt and tan-colored shorts. He has super-sensitive hearing and a super-sensitive sense of smell. He is more laid-back than Shane but still tends to get distracted by small things. He loves the Schmuzzies and acts as their good friend, translator, and mentor. He was played by David Collins.
  • Shane – David's younger brother, who wears brown pants and a blue T-shirt with a fast forward symbol on it. He is more frenetic 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. He was played by Shane Dundas.
  • Mrs. Foil – 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. She was played by Amanda Bishop.
  • Puppet – 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 enjoys playing unconventional roles. He is generally more rational than Shane and David, but is often just as silly as the boys. Puppet was performed and voiced by puppeteer Mat McCoy. He speaks in an American accent.
  • The Schmuzzies – 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!"). Shane is afraid of them and sees them as pests, while David is good friends with them and is fluent in their language. The Schmuzzies were performed and voiced by three puppeteers: Emma de Vries, Virginia Goodfellow, and Alice Osborne.
  • The Voice – An authoritative male voice who sometimes speaks to Shane and David, generally reminding them to knock before entering a room. The Voice sometimes asks for specific types of knocks before letting the boys into a room. He was voiced by Adam Smillie.
  • Action Fingers – Shane and David's superhero alter-egos, played by their hands with two fingers used as legs. They are named Knuckles (on Shane's left hand) and Pointy (on David's right hand). The Action Fingers appear whenever there is a small problem that needs solving, and their moves are accompanied by dramatic theme music. Their name is a pun on "action figures."
  • Fido the Fly – Fido is Shane's imaginary pet fly who lives behind a tiny door in the apartment. He is an avid tennis player, enjoys techno dance music, and plays the trumpet. Fido communicates by buzzing (voiced by Shane), which only Shane can understand.
  • Spot the Chair – Spot is David's pet chair. He likes to play a game called "Fly on the Chair" with Fido, whom he is good friends with. With the help of the Remote's "rotate" button, he is able to roll over. He only appears in "Pet Shop" and very briefly in "Picnic."
  • Bob the Blanket – Bob is a talking white blanket belonging to David, who also performs his voice. He speaks in a rough voice with an American accent and employs a sardonic wit. He likes to make sarcastic comments, especially toward Shane. Bob appears in "Barbershop" and "Camping."

Episode structure

Each episode begins with a cold opening 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 offers the Remote to the viewer and gives it to them by reaching off-screen. The brothers ask the viewer to "press the Play button" to start the episode. This results in the viewer accidentally pressing the wrong button and putting the brothers in a bizarre situation.

The brothers encourage the viewer to press a button that will reverse the effect. The brothers commonly tell the viewers not to press the wrong button again, which results in a repeat of the same situation before the viewer is again encouraged to reverse the effect. Finally, the boys ask the viewer to press play, which starts the show's theme sequence. This sequence features the Action Fingers running and jumping over the show's title and credits. It ends with them running up to the apartment door, knocking on it, and opening it.

The episodes always begin in Shane and David's living room. Every episode features their sidekick Puppet and the Schmuzzies, who live with the brothers in their apartment. The central objective of each story is for Shane and David 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. The brothers' neighbor Mrs. Foil appears in the different rooms in various costumes, either helping them on their quest or unintentionally causing more trouble for them.

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 Shane and David 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.


No. Title Directed by Written by Original air date Prod.
Pilot "Pilot" TBA TBA April 2005 (2005-04) (MIPTV screening)
Unaired (TV)
Nickelodeon commissioned an unaired pilot episode of the show, which started production in December 2004 and was screened at MIPTV Media Market in April 2005. The pilot episode followed David and Shane searching for the beach, with early versions of the Schmuzzies, Mrs. Foil, and Puppet (who was named "Stretch" at the time). The storyline of the pilot was eventually rewritten and adapted for the episode "Beach," but no footage from the pilot was used.
1 "Movie Theater" Julie Money Joseph Mazzarino October 18, 2006 (2006-10-18) 101
Puppet directs a movie starring David and Shane as spacemen, pirates, and cowboys. While Puppet prepares for the movie's premiere, David and Shane try to find the movie theater. First, they find Mrs. Foil's laundry room, where they mistake spinning laundry for their film. There, the Action Fingers help two socks reunite with each other. Next, David and Shane find a dance studio, where they see themselves in a mirror and believe it is their film. On their way to another room, the brothers are stopped by the Schmuzzies, who play a rhyming game with them before letting them to the next room. The room turns out to be a white void with a single chair, which they mistake for a theater seat. In the end, the brothers discover a door with their faces on it. It turns out to be a poster for their movie, revealing the theater.
2 "Barbershop" Julie Money Judy Freudberg October 20, 2006 (2006-10-20) 102
After visiting the Very Hairy Room, Shane grows a head full of hair and is afraid to get a haircut. David and Puppet give Shane an imaginary haircut, but he needs a real one at a barbershop. They look for one and find the Very Very Hairy Room, which just makes Shane's hair longer. Next, they find hairbrushes growing like plants in the Hairbrush Room and being used as microphones in the Concert Room, but they do not find anything to cut hair with. Shane's hair grows so long that the Schmuzzies move into it, which makes him rush to find the barbershop. He does, and Mrs. Foil acts as the barber, bringing Shane back to his old bald self.
3 "Art Museum" Julie Money Billy Aronson October 16, 2006 (2006-10-16) 103
Shane creates an artistic masterpiece and tries to hang it on a door, but Puppet keeps opening it to practice dramatic entrances. Shane tries to put his art on the fridge and even on Mrs. Foil, but he and David decide that it belongs in an art museum instead. They search for it and find the Sticky Room, where everything gets stuck to each other; the Fog Room, where it is too foggy to see Shane's painting; and the Museum of Finger Painting, where a boy shows the brothers how to finger paint. David and Shane eventually open the door to their stuff closet, which leads them to a real art museum. There, Mrs. Foil leads a tour group of Schmuzzies to see Shane's artwork.
4 "Pet Shop" Peter Cudlipp Tony Geiss October 23, 2006 (2006-10-23) 104
David is jealous of Shane's pet fly, Fido, and decides that he wants a pet of his own. Puppet volunteers to play the role of his pet, but David says he thinks of Puppet more as a friend. David and Shane search for a pet shop in the Puppy Room, but there are no puppies to adopt. They later ask a parrot for directions in the Parrot Room, but the parrot just repeats whatever they say. The Schmuzzies make some rhyming suggestions about which pet David should get (all ending with "-oon"), which ends up opening a door to the Moon. In the end, David finds a pet shop run by Mrs. Foil, and he decides to take Mrs. Foil's chair home as his new pet: Spot the Chair.
5 "Camping" Peter Cudlipp P. Kevin Strader October 25, 2006 (2006-10-25) 105
After reading a bedtime story to the Schmuzzies and singing a lullaby for Puppet, David and Shane try to go to bed. They discover that their bedrooms have been replaced with a marching band and a stampede of elephants, so they set out to find somewhere else to sleep. First, David and Shane find the Snoring Room, where loud snoring keeps them from sleeping. Next, they find beds in the Wake Up Room, but everything in the room is designed to wake them up. Finally, they enter the Shape Room and mistake two shapes for beds, until a girl explains what the shapes are. In the end, they find Mrs. Foil's campsite, where they sleep in sleeping bags.
6 "Picnic" Peter Cudlipp Luis Santeiro October 27, 2006 (2006-10-27) 106
Puppet and the brothers take Shane's pet fly, Fido, on his first-ever picnic. The brothers search for a spot to have their picnic and find three places: the Sandwich Room, where they get their picnic food; the No-Room Room, where it is too cramped for a picnic; and the Wind Room, where gusts of wind prevent them from setting up the picnic. David and Shane give up and think they will never have a picnic for Fido. Shane tries to cheer Fido up with a ditty (later joined a reluctant David, Puppet, and the Schmuzzies), but nothing works until Fido's family comes over and leads the group to a perfect picnic spot outside. There, they play picnic games with Mrs. Foil and throw Puppet around like a ball.
7 "Airport" Julie Money Joseph Mazzarino October 30, 2006 (2006-10-30) 107
The Schmuzzies tell Puppet that his cousin, Mary Annette, is coming to visit and is waiting at the airport. Puppet needs to rehearse his family's traditional welcome song, so David and Shane offer to pick Mary Annette up. They search for the airport and end up in the Bird Room, which makes them act like birds. They fly away into the Paper Airplane Room, where the Action Fingers help refold Mrs. Foil's paper airplane. Third, David and Shane jump into a dictionary and find a room filled with words, where a girl teaches them "plane" in sign language. After the brothers take part in Puppet's welcome song, Puppet suggests climbing the ceiling to find the airport, which works and brings Mary Annette to the apartment.
8 "Beach" Julie Money Judy Freudberg November 1, 2006 (2006-11-01) 108
When David and Shane lose their beach ball, Puppet suggests looking for it at the beach. David and Shane find three rooms with beach-like qualities, but none of them are the beach. The Underwater Room has water but no sand, the Desert Room has sand but no water, and the South Pole is too cold to be a beach. The Schmuzzies try to tell the brothers that they have seen the "schmeach schmall," but by the time David translates for the Schmuzzies, the beach ball is gone. Eventually, David and Shane find a door with water and sand coming out from under it, which leads them to the beach. They reunite with their beach ball, play around in the sand, and accidentally ruin Mrs. Foil's sand castle. Luckily, the Action Fingers rebuild it, and the brothers leave the beach after giving their beach ball to Mrs. Foil as a gift.
9 "Marching Band" Julie Money Billy Aronson November 6, 2006 (2006-11-06) 109
David and Shane invent their own imaginary instruments and want to join the local marching band. Puppet wants to join as well: at first, he tries to be a bandleader and leads the Schmuzzies around the apartment, but he later decides he would rather be the bandleader's baton instead. David and Shane find the Funny Music Room, where every object makes a melody, and the Marching Room, where four kids show the brothers how to march. They even find the Sky Room, where they join a singing bird's band, but there is nowhere to march. Eventually, David and Shane follow the sound of an orchestra and find the marching band, where Puppet is the baton and Mrs. Foil plays her tuba full of Schmuzzies.
10 "Birthday Party" Julie Money P. Kevin Strader November 8, 2006 (2006-11-08) 110
The Schmuzzies are throwing a "Schmirthday Schmarty" and invite Puppet and Mrs. Foil. Puppet gives invitations to David, Shane, and the viewers as well. With no directions on their invitations, the brothers try to figure out where the party is being held. They search in the No-Fun Room, where Mrs. Foil tells them no celebrations are allowed. They look in the Surprise Room, where there are surprises behind every door but no parties. David and Shane follow a "Happy Birthday" singer to the Opera Room, but it turns out that it is just an opera about a birthday. The brothers return to their apartment, where they discover that the party is for them.
11 "Farm" Peter Cudlipp Joseph Mazzarino October 16, 2006 (2006-10-16) 111
The apartment residents have a band called the Talking Airheads, which features Shane on guitar; David on drums and a cowbell; the Schmuzzies on the marimba; Fido the Fly on trumpet; and Puppet as the songwriter. The band faces a setback when David's cowbell, attached to an imaginary cow named Clarabelle, disappears. David and Shane try to find the cowbell in the Great Big Bell Room, where Mrs. Foil has a giant bell but no cowbells. They fish for the cowbell in a boat out at sea, where they help Mrs. Foil go "tuba diving" with her tuba, and go for a ride in the Bicycle Room. All the while, Puppet tries to bring Clarabelle to the apartment by playing farm songs, which inspires David and Shane to look for her at Mrs. Foil's farm. They find Clarabelle and bring her back for their big musical performance.
12 "Ice Cream Truck" Peter Cudlipp Billy Aronson November 10, 2006 (2006-11-10) 112
Puppet teaches David and Shane about ice cream. The brothers decide that they must try some, so they search for the ice cream truck. They find the Frozen Room, where an ice-skating Mrs. Foil has ice cream of her own, and the "This Way" Room, where the ice cream truck is on the wrong side and cannot be reached. They stumble into an ice cream game show hosted by Mrs. Foil, but the brothers lose the game after failing to scoop ice cream the right way. Back at the apartment, the Schmuzzies have gotten entire tubs of ice cream for themselves, and they show David and Shane where Mrs. Foil's ice cream truck is. The brothers have trouble waiting their turn, but they finally get some ice cream from Mrs. Foil.
13 "Mini Golf" Peter Cudlipp Joseph Mazzarino and Josh Weidman November 13, 2006 (2006-11-13) (Noggin)
February 2, 2007 (2007-02-02) (Nick Australia)
David and Shane are baffled when a mysterious orange sphere (a mini golf ball) appears in their living room. At first, they think it is a planet and journey to outer space to return it. An alien explains that planets are much bigger, and the brothers fall back to Earth, accidentally dropping the ball with a pair of playful Schmuzzies. Next, the brothers think the orange thing is an orange fruit, but Mrs. Foil explains how real oranges are very different. David and Shane decide it must be a ball and try to play with it on a basketball court, but it does not bounce. Puppet uses the thing as "Yorick" for a Shakespearean monologue and tells the brothers what it actually is, prompting them to visit the mini golf course, where they play golf with Mrs. Foil.

Home media

Despite only having 13 episodes, the series has had a total of eight separate DVD releases. On January 19, 2012, Nickelodeon released all 13 episodes to DVD as a manufacture on demand Amazon exclusive. 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, 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.

Since 2018, the Umbilical Brothers have uploaded the entire series to their public YouTube channel, making every episode available to view for free. In the descriptions of several uploads, David Collins included behind-the-scenes trivia about the episodes.

The series was added to Paramount+ (at the time CBS All Access) in January 2021.


The Upside Down Show received three awards, all in 2007. Because the series was written and produced in America and filmed in Australia, it was eligible for awards in both countries. The show's opening theme won the Creative Craft Daytime Emmy Award for Main Title Design. The series also received a Parents' Choice Award Silver Honor for Television. Nick Jr. Australia received a Logie Award for The Upside Down Show in the category Most Outstanding Children's Program.

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