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Upside Downside is the second studio album by guitarist Mike Stern, released in 1986 through Atlantic Records and reissued on August 21, 2007 through Wounded Bird Records.

Track listing:
All music is composed by Mike Stern

1. “Upside Downside” 5:43
2. “Little Shoes” 5:33
3. “Goodbye Again” 6:35
4. “Mood Swings” 6:05
5. “After You” 5:28
6. “Scuffle” 6:10
Total length: 35:34

Personnel:
Mike Stern – guitar, arrangement
Mitchel Forman – piano, synthesizer
Dave Weckl – drums (except track 4)
Dr. Gibbs – percussion
Mark Egan – bass (except tracks 2, 4)
Jeff Andrews – bass (track 2), co-arrangement (track 6)
David Sanborn – alto saxophone (track 3)
Bob Berg – tenor saxophone (except track 3)
Jaco Pastorius – bass (track 4)
Steve Jordan – drums (track 4)

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Released: 1986
Recorded: March–April 1986
Studio: RPM Sound Studios, New York City
Length: 35:34
Label: Atlantic
Producer: Hiram Bullock, John Snyder