Side-by-Side Changes Backward are the inverted version of the Side-by-Side Changes Forward, and thus can also be referred to as Open Fallaway Changes. They are a traveling pattern of two measures alternating between open facing position and "inverted fallaway", a V-shaped position where man and lady are turned nearly back-to-back. The man's and lady's parts are mirrored, the underlying foot pattern being alternating left- and right-turning Backward Changes.

The figure begins in open facing position, two-hand hold, with man facing center of room. The man releases the LH-RH hold and begins to turn to his left, stepping side & slightly back on his right foot along the line of dance. The second step is left foot side & slightly back, the man having turned a total of 3/8 to back diagonal center. The feet close on step 3, and man and lady end in inverted fallaway position.

The lady's part is the mirror image; She begins facing wall, steps first with her left foot (LRL), turns to her right, and ends with feet closed, backing diagonal wall.

The second measure of the figure turns in the opposite direction to return the couple to open facing position as they began.

Side-by-Side Changes Backward can be repeated as desired, or alternated with Side-by-Side Changes Forward.