The primary difference between Sleep Noodle and Sleep Noodle UP is the alignment of the noodle. Sleep Noodle offers a horizontal noodle alignment, while Sleep Noodle UP offers both vertical and horizontal alignment. Some users are completely satisfied with the noodle in the horizontal position, but then there are users who may be more comfortable when the noodle is aligned parallel with their spine. In addition, the Sleep Noodle UP foam insert has been improved to add comfort but maintain a strong foundation to avoid the user from sleeping on their back.