In 1981 Nancy Holt created Upside Down inside a chimney at Gowanus Memorial Artyard, a former munitions factory near the Gowanus Canal in Brooklyn, New York. The work was presented in the exhibition Monumental Show, which ran from May 16 to June 13, 1981.

At the base of a 45 ft. (13.7 m) high chimney, Holt arranged seven mirrors, each measuring 9 in. (22.9 cm) in diameter, in a circle around a central mirror measuring 12 in. (30.5 cm) in diameter. Each mirror was angled to reflect the tall interior of the chimney and the circular opening to the sky above, bringing an image of the sky down to the ground.

To date, Upside Down has not been reinstalled. Any future installation would need to consider the height and architectural character of the original chimney.