The townspeople are alarmed: the wicked witch has been seen riding about on her broom, casting her vicious spells and turning the town upside down. Only the good magician Arthur can undo her evil conjurations - but he's nowhere to be found! Can you locate Arthur and help turn the town right side up again?

Upside Town is an educational game for ages 4-6 done in a point-and-click adventure style, featuring full voice acting in either English or Hebrew. The player controls a small boy who attempts to find the good magician, exploring various locations around town to find helpful clues and objects, woven into the plot are several puzzles and mini-games designed to develop coordination, memorization and graphical/musical skills. The cursor changes shape to indicate objects of interest, and there's simple click/drag inventory system. The mini-puzzles vary in difficulty, according to the chosen skill level.