Yeah, because upside down should've been the way you took it apart. If you have it upside down and you pull the main shaft and split the cases everything will stay with the top case. When you put it back together again, put everything in the top case, put the tranny in neutral and go at it. I haven't flipped it right side up yet because I forgot to get a new oil pan gasket. So I started working on some of the other things. Once I get the oil pan back on, I'm right side up the rest of the re build. It helped that I took a lot of pics, and have a manual, but I still printed off the drawings you would find on like bikebandit and stuff. Have fun getting yours back together, it makes me feel a certain sense of pride seeing it come back together, but I'm sure it will be short lived when it doesn't run! Time will tell.