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About The Book

Beneath the sewer grates and manholes of the city lies a strange and secret world called the Downside.

Every Downsider knows that it's forbidden to go Topside, and most fear a collision of the two worlds. But fourteen-year-old Talon is curious about what goes on above ground, and one day he ventures out in search of medicine for his ailing sister. There he meets Lindsay, who is as curious about Talon's world as he is about hers. When Lindsay visits the Downside for the first time, she marvels at the spirit of the Downsiders, and the way they create works of art from topside "trash," like old subway tokens and forgotten earrings. As awed as she is by the Downside, however, she also questions its origins, and when she finds out that this fantastic world is not all it appears to be, she is determined to tell Talon the truth. Then a construction accident threatens to crush Talon's world, and his loyalty is put to the test. Can the truth save the Downside, or will it destroy an entire civilization? Neal Shusterman takes readers on an amazing journey into a place that's only a few steps away, yet beyond their wildest dreams.

Reading Group Guide

A Reading Group Guide for:

by Neal Shusterman

About the Book
Below the city, in secret tunnels and cavernous spaces unknown to all but those who live there, is a place called the Downside — a tight-knit society several thousand strong. Talon Angler, a boy who lives in this underground world, has learned from his elders to shun the Topside — the world aboveground that we all know — yet Talon is somehow drawn to this world of light. When he accidentally meets Lindsay Matthias, a girl from a broken home, unhappy with the trajectory of her own life, it changes both of their worlds in ways neither of them could predict.

Discussion Topics
• Talon and his friends Gutta and Railborn all catch glimpses of the Topside. Why do you think Talon is the only one so entranced by the Topside world he sees?

• The legend and lore of the Downsiders (for example, “if you see the sun, you’ll go blind”) is really designed to keep the young people in line. Can you think of any myths we have that regulate the behavior of young people?

• The Downsiders’ prejudices and misinformation about us help us see our own prejudices about others more clearly. What are some of the prejudices we carry around that we normally wouldn’t question? What myths do we believe about other peoples and cultures?

• Talon has three main sources of information about the Topside: brief glimpses through the grates, old tales of his people, and the ramblings of the Champ. How trustworthy are these sources? What are your main sources of information? How trustworthy are they?

• Compare the tight family units of the Downsiders with the absent parents in Lindsay’s life. How do you think these family dynamics affect the events of the story?

• The novel is a double “fish out of water” story: Talon in the Topside, and Lindsay in the Downside. What are some of the things they see and experience? How do they react? How does this change them? In what way are their experiences similar? In what way are they different?

• In the Downside, the people use socks as currency. This seems absurd, but is it really any sillier than using pieces of paper as money?

• Whatever your parents do in the Downside world is what you will do — in other words, there is no social mobility. How would you feel if you had to make your career the same as your mother’s or father’s?

• Imagine a visit you might take to the Downside. How do you think you’d feel about what you experience there?

• The Wise Advisors decide to make an example of Talon for his “crime.” From their point of view, and giving their goal of keeping control of their way of life, do you think it was the right thing to do?

• When Lindsay tells Talon how the Downside came to be, thinking this information will help him, it ends up nearly shattering his world. Even though it was painful, Talon ultimately feels a new sense of purpose. Do you think Lindsay did the right thing — that the truth did set Talon free? Or was there another way she could have handled it?

• The Wise Advisors manipulate Railborn, giving him what he wants in order to get what they want. How could you tell if you were being manipulated? Who do you think might be interested in manipulating you?

• The people of the Downside don’t believe Talon when he returns from his journey to the Topside and describes the vastness of our world. How would you convince someone of something that seems unbelievable? What ways would you find to address someone’s preconceived notions? What proof do you think would satisfy most objections?

Activities & Research
• Take a detailed map of your city or town and place tracing paper over it. Then draw a secret city that might exist beneath the streets. Give the tunnels and rooms different names (like the Grotto of Light and the Place of First Runes).

• Write the creation myth for the people of your secret Downside — along with the actual, objective truth of how your underground city came to be.

• Find out more about the origin of subway transportation in America and around the world. Alfred Ely Beach, mentioned in the novel, is a real person — find out more about the real person! Research subways or other underground construction (sewer lines, electric and gas, etc.) in your town. Who designed and constructed them? Write an essay about your findings.

• Make up a legend or myth about some ordinary thing that is actually a warning to keep away from it (such as the novel’s “sunlight will make you go blind”). Explain the purpose behind your myth.

• In the novel, author Neal Shusterman writes, “Only an outsider can see a world’s wonders for what they truly are.” Imagine you are from another planet. Pick something that we earthlings take for granted (either an activity or natural phenomena), and write a “report to your home world” describing it for the wonder that it is.

• Research and report on a contemporary “tribal” society in America or elsewhere in the world that keeps itself separate (either by choice or otherwise) from the dominant culture (for example, the Amish). Focus on their reasons for remaining separate and how well they are able to maintain their separation. Also discuss how the young people of that society feel about their separation.

• In the novel, the language of the Downsiders is full of their own slang and lingo — fallers, sludge-face, Batward and Yonkward, Most Beloved. Make up a lexicon with your own made-up terms, then define them and also justify them: What kind of society would use the terms you’ve created?

• The Rune Chambers of the Downside contain the history of the society, in the form of graffiti. Write your own history — personal, school, or community — in the form of a page of graffiti.

This reading group guide has been provided by Simon & Schuster for classroom, library, and reading group use. It may be reproduced in its entirety or excerpted for these purposes.

About The Author

(c) Gaby Gerster

Neal Shusterman is the New York Times bestselling author of more than thirty award-winning books for children, teens, and adults, including the Unwind dystology, the Skinjacker trilogy, Downsiders, and Challenger Deep, which won the National Book Award. Scythe, the first book in his series Arc of a Scythe is a Michael L. Printz Honor Book. He also writes screenplays for motion pictures and television shows. Neal is the father of four, all of whom are talented writers and artists themselves. Visit Neal at and

Product Details

  • Publisher: Simon & Schuster Books for Young Readers (February 21, 2012)
  • Length: 272 pages
  • ISBN13: 9781439115350
  • Grades: 7 and up
  • Ages: 12 - 99
  • Lexile ® 1110 The Lexile reading levels have been certified by the Lexile developer, MetaMetrics®

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