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.