The cover art of Scott Miller and the Commonwealth’s second release for North Carolina’s Sugar Hill Records reinforces the idea behind the album alluded to by its title, Upside Downside. With an image created using half of an electric guitar and half of an acoustic, the two-sided nature of the album is clear. Though this concept was originally to be pushed even further by having Superdrag backup the second half, Miller’s varying approach to the songs is enough to get the point across.

The upside is primarily a collection of up-tempo tracks driven forward by the songs "It Didn’t Take Too Long" and "Pull Your Load" that resemble the type of bluesy roots-rock you would expect to see blasting from the jukebox of a small-town bar in the South. Despite the power of some of the songs on this side, the true standout is "The Way" which features contemporary folk singer/songwriter Patty Griffin’s vocal touch and really seems more suitable for the downside. Closing the upside is the instrumental track "Chill, Relax, Now" which seems to act primarily as a buffer between the two sides of the album.

While the upside’s rockers provide a rough, forward sound showing the despite turning thirty-five, Miller still knows how to let loose and have fun, the slower, contemplative songs of the downside — along with "The Way" from the upside — really reveal Miller’s songwriting capabilities. The songs have a more traditional folk/country/bluegrass feel to them and cover topics related to travel ("Amtrak Crescent") and the World War II generation ("Red Ball Express") amongst others. The downside once again features the angelic vocals of Patty Griffin on "Angels Dwell".

With the release of Upside Downside, Sugar Hill has taken another step in their goal of mixing the traditional with the contemporary. The two sides of Scott Miller and the Commonwealth’s album provide the songs necessary to fit your mood whether it is to get a little riled up or simply to chill and relax.