Abstract: An audio upmixer, such as a two-channel to three-channel upmixer, employs a difference in a measure of sound at the ears of a listener in accordance with first and second models, one based on a reproduction of the original channels and the other based on a reproduction of the upmixed channels. The difference is minimized while simultaneously causing a, portion of one or more of the stereophonic channels to be applied to the center loudspeaker under some conditions of the signals in the stereophonic channels, the portion being commensurate with the value of a weighting factor, such that the weighting factor controls a balance between two opposing conditions, one in which no signals are applied to the center loudspeaker and another in which no signals are applied to the left and right loudspeakers.