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."