Upside-Downers are enemies found in Stage 2 of Virtual Boy Wario Land. They resemble humanoid skulls with fangs and frowned eye sockets. They walk on two short feet attached to the bottom of their skulls.
Much like Droppers from the previous Wario Land game, Upside-Downers cling to and travel along ceilings. They walk a short distance before changing direction in a certain point and going back through the same route. When Wario walks underneath them, they drop down and if they hit him they will damage him. However, if they miss Wario, they can be defeated by him using either the Barge or a body slam. When on the ground Upside-Downers will attempt to run away from Wario and if left alone for long enough they will jump back up to the ceiling and start attempting to drop down on Wario again. Upside Downers will walk off of platforms on the ground if they encounter edges.