|The following is a list of main and recurring characters in The Upside Down Show.
- Shane is a hyperactive man who wears a blue T-shirt with the "play" button on it. He is portrayed by Shane Dundas.
- David is Shane's laid-back brother. He is portrayed by David Collins.
- Mrs. Foil is the boys' neighbor. She is portrayed by Amanda Bishop.
- Puppet is the roommate of Shane and David. He is puppeteered by Mat McCoy.
- The Schmuzzies are small creatures who speak "Schmuzzish." They live with Shane and David.
- The Voice is an authoritative voice who speaks to Shane and David often.
- The Action Fingers are a pair of hand superheroes.
- Fido the Fly is Shane's imaginary pet fly.
- Bob the Blanket is David's blanket.
- Spot the Chair is David's pet chair.
- The children are various humans seen in the rooms that Shane and David visit.
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