Scott Miller's solo debut, Thus Always to Tyrants, was an ambitious, stylistically diverse set that fully lived up to the promise of his earlier work with the V-Roys, running from pop to hard rock to bluegrass and sounding fiery and convincing at all turns. However, for his second album Miller opted for something a bit less grand, and while he often sounds a lot more relaxed on Upside Downside (so named because it was sequenced to have a rock side and an acoustic side), he also offers up a few throwaways, which wasn't the case on his first outing. "It Didn't Take Too Long" and "Pull Your Load" are wiry rockers that could have been written during a lunch break, and while they're both fun, they don't hold a candle to Thus Always to Tyrants' high points like "Yes I Won't" and "Mess of This Town," while "Chill, Relax, Now" is an (almost) instrumental that doesn't serve much of a purpose other than taking up space. But if Miller the rocker isn't especially well served on Upside Downside, Miller the singer/songwriter is in fine form, especially on the romantic "Angels Dwell" (with guest vocals from Patty Griffin), the modern-day train song "Amtrak Crescent," and "Red Ball Express," an evocative tale of life on the front lines during World War II. While "Raised By the Graves" and "Second Chance" prove Miller still has some great rock songs up his sleeve, Upside Downside's second half thoroughly outclasses the first half. Advice to Scott: Next time out, do a little more woodshedding with that electric guitar, fellah.
AllMusic Review by Mark Deming