The soul legend was originally approached by Chic co-founders Nile Rodgers and Bernard Edwards to record the 1980 tune, but she was apprehensive about going into the studio to work on vocals for a song she had not familiarised herself with.
She tells U.S. chat show The Talk, "Sometimes you'll hear another singer come out with something and you'll go, 'Oh man. I wish I had got that song first.' Singers are like that. It happens.
"When Nile and his partner (Edwards) brought it to my house and played it (Upside Down) for me, we disagreed on how it should be recorded. They wanted me to record it without sitting with it. No rehearsals, no nothing. Just go into the studio cold, and I don't like to work like that. I like to sit with a song for a while."
The Chic stars eventually took the song to Ross, who scored one of the biggest hits of her career with it.
Franklin adds, "When she hit the top of the charts with that... (I was like) 'What is his phone number again? That is my song!'"