For Ages: 12 - 99
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.
  • Simon & Schuster Books for Young Readers | 
  • 272 pages | 
  • ISBN 9781416997474 | 
  • November 2009 | 
  • Grades 7 and up | 
  • Lexile ® 1110
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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 a see more

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About the Author

Neal Shusterman
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Neal Shusterman

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 newest series Arc of a Scythe, is a Michael L. Printz Honor Book. He also writes screenplays for motion pictures and television shows. The father of four children, Neal lives in California. Visit him at and