written by Tori Amos
"Upside Down" was supposed to be on Little Earthquakes, but Tori couldn’t put more than 12 songs on the record and had to let go of it, as it was the case for a number of songs from that era which were finally released as B-sides on various singles.
"In my little place that i was living in when i was putting this record together, I made these envelopes like a faerie ring and um, people would come in and out and they’d get shot if they walked in there. They had to get away from that, because i was deciding. I had 15 songs and only x amount could go on. So they were deciding who wanted to come and who wanted to go somewhere else. This was the hardest one not to get on the record.
Because um, the reason it didn’t was because the very last song was written, ’Me And A Gun’, the very final one to get on. This one just said, ’You know, i’ll go somewhere else and i’ll hangout and i’ll come and play whenever you want me to.’ it’s the sweetest vibe, this song. So I play it as much as i can just because um you know, it’s one of my favorite people, this song. It’s on a few b-sides..though the import section.” (Rhapsody in Pink bootleg, Tori intro to the song in Eugene, 1994)