upstairs--so much quieter. Feels like a private plane...well, almost. An interesting bit of trivia--BA switches the upstairs of their planes (747-200s) between Club World and Coach--it takes them 4 hours to do so. (flew ORD/LHR a year and a half ago in coach and was put upstairs in coach--much nicer than being downstairs, had a good flight attendant that really helped)